Next Avengers Heroes of Remnant
by EvaShinobiKaiserKnight
Summary: With the Next Avengers victory over Ultron all was at peace on Earth. As mankind rebuild it seemed the Avengers were once more unneeded. But then a call for help by a being of mixed views came to them. Now the Next Avengers have arrived on Remnant in hopes of stopping the coming chaos. Accompanied by Remnant's own heroes only one thing can be said for this day: AVENGERS ASSEMBLE!"
1. Chapter 1 A Day Unlike Any Other

Next Avengers Heroes of Remnant

ESKK: Hey this is a new idea I had for a while. It uses the Next Avengers Heroes of Tomorrow movie from way back when. The reason I'm making this is well nostalgia and childhood type stuff. And considering the mixed reviews on it mainly but hurt fanfiction writers yeah I could really use a trip the past right now. So anyway let's start shall we.

In Honor of Stan 'The Man,' Lee December 28, 1922 – November 12 2018

To all you True Believers, Excelsior

"Talking."

'Thinking.'

(Scene Break)

*Music Insert

-Lyrics-

Disclaimer: I do not own Next Avengers Heroes of Tomorrow or RWBY they belong to Marvel Studios and Roosterteeth. Now let's get this show on the road Excelsior!

(Begin Remnant's God of Light)

The Brother of Light was many things depending on who you ask. He believed in law and balance particularly with the balance between life and death the very fundamental force of nature as it were. But being a God granted him certain gifts such as the ability to peer into other universes. Mind you he had limitations o that the biggest was that he was not allowed near universes where a version of himself existed.

Needless to say he and his brother had become enthralled with the tales of heroism and saviors in one universe. A Universe of Marvels. They ranged from comedic morbid to even dark and tragic. But none had given him more joy yet more sorrow as the one of the Avengers. Earth's Mightiest Heroes and one to many times he had seen them fail against a powerful foe. Chief among them being Thanos the Mad Titan with Ultron as a close second. So when he watched as Ultron had taken over the Earth wiping out all matters of life the very fundamental force he represented had all but demanded he intervened… at least until he saw hope.

The Avengers had managed to spirit of their children to safety with the Knight known as Iron Man. For years they lived in sweet naïve bliss of the danger they were in. While Ultron sought to destroy or enslave all organic life on the planet the Next Avengers were training preparing for a battle Tony Stark AKA Iron Man did not wish them to fight. But when a twist of fate caused them to cross paths with Vision another member of the Avengers. That chance encounter had changed their fates forever and the God of Light saw each of them grow as heroes.

James Rodgers followed his father's footsteps and rose up to become the leader his family needed. Despite disobeying Iron Man's orders James truly pulled the team together much like how his own father did.

Torunn learned what it meant to be a hero and was humbled much like how her own father Thor was humbled. Though the Asgardian still retained some of her pride it was controlled by the love she had for her adoptive family and Francis Barton.

Speaking of Francis the survivor had truly become a member of the Avengers despite his dislike for his first name Hawkeye was one they were glad to have among them.

Henry Pym Jr. or Pym as everyone calls him while still a young boy had grown as well to understand his gift with the Pym Particles and managed to inherit the powers of both his mother and father. Mind you his father was known mostly as Ant Man Pym had shown both his IQ and abilities went hand in hand. He can be cocky mind you but that is to be expected from one so young.

Azari son of the Blank Panther and Storm truly was the best of both worlds in some cases. Inheriting his father's enhanced abilities and survival instincts while also gaining his mother's thunder based power the Prince of Wakanda showed that despite Wakanda being destroyed by Ultron its memory and people lived on through him. As he had told the Iron Panther HE was the Black Panther.

The God of Light was glad hoped survived through them as the world they lived in rebuild. Heroes who had gone into hiding make their return Hulk and Bruce were with Betty no doubt to grow old together, Tony Stark rebuilding Visions body and mentoring these new heroes, and the new heroes protecting the world or at least rebuilding it. Nothing was to note the Infinity Stones were safe seeing as Thanos was no more, with the chaos Ultron wrought foes such as AIM or Hydra did not possess the power to try any plans of conquest, and all was in peace.

And in times of peace… heroes were not needed but they were always ready for when it came time they were. The God of Light smiled to himself observing this world and was about to move on to the next world… at least until he felt a powerful pulse. He was wide eyed and looked through the universe he and his brother traverse and were shocked by it. His brother appeared in a burst of darkness almost panicked as the twin gods reunited.

"You felt it as well brother?" The Dark one asked as the Light Brother nodded.

"Yes… one of our universe Infinity Stones has been unearthed." He said to which the Dark One nodded. They always feared what would come if the Infinity Stones were unearthed and right now there universe was not ready for an Infinity War. If what they fear is true Thanos has begun his quest and had built the Infinity Gauntlet.

"Then we must leave the power of the Infinity Stones is too great to leave in that madman's hands." The Dark one argued but his twin disagreed.

"No… I believe we need to prepare." The Light one argued but before his brother could argue he saw what his twin of light was watching.

"Bring those children here?!" He demanded angered at the foolish plan.

"They had defeated Ultron the second biggest threat to life. Surely they have the experience needed to face Thanos if and when he comes here."

"But to bring these pups here you risk breaking the rules we erected." The Dark Brother argued to which his twin agreed.

"I know but the Infinity Stones together can challenge that law. And plus my champion has yet to finish his duty." The Light brother said knowing the task he had granted Osma long ago. "After all by the time we have a full team here Thanos would have already won after all we only recently created Iron Man… or in this case Iron Heart." His brother said to which the twin growled.

"Very well bring those children but don't say I didn't warn you." He said almost pouting a bit but his brother then got to work.

(Earth 555326 Location Unknown)

The Next Avengers had taken a whole year to do so but they had finally toppled Ultra City. The Robots which Ultron had controlled have been shut down. The City laid to waste so humankind can retake the cities stolen from them. Powerful Mutants and heroes of old came to help rebuilt salvaging what they can to rebuild the great cities that humanity had inhabited.

The Next Avengers had succeeded in bringing peace one Tony knew would not last but one they would enjoy. They were children still and they knew it in a sense but thanks to Ultron they never got to experience a normal life. Now they have a tomorrow they avenged the planet but now what else was there to do. The villains who showed up were either crooks, con artists, or cripples trying to help out. The world has changed but it was only a matter of time before evil strikes again.

So when James Rodgers opened his eyes he stood up and noticed he was in a void of white. IT was odd to say the lease before he heard Pym yelp and saw Pym getting up. With him was Azari, Francis, and Torunn. Now he knew Francis had the hots for Torunn and was against it like any brother would for his sister but he also knew Torunn could handle herself. She was in her old outfit with her sword resting in its sheath on her back.

"James is this a dream or is this real?" Pym asked trying to activate his powers to which James saw this.

"Try pinching yourself short stuff?" Francis 'Call Me Hawkeye,' Barton said as the spikey haired young man stretched a bit.

"Yeah that's Francis." Azari said as he looked around for some sort of exit. "But this is freaky I can't smell anything here save for you guys." Azari said to which James looked around.

"Be ready guys no telling what may be here." James said before Torunn looked around.

"Avengers…" Came a voice causing the group to get on the defensive. James took out the Star Shield while Torunn took out her sword dubbed Asgard.

The group of five then saw a Chinese dragon descend upon them before it transformed to a humanoid creature with no distinct features save for the horns on his head matching the dragons own. "Halt identify thyself!" Torunn demanded as the being did not show any hostility.

"Please young Asguardian I mean you and your family no harm. I am like you a God though one from a different pantheon." The God of Light said as he looked to the Avengers.

"Wait so he's not Thor." Pym said as the youngest was then smacked in the back of the head by Francis who had his bow out and arrow notched ready to fire it.

"Why did you bring us here?" James asked ready for anything this guy may pull on them.

"It is difficult for me to explain… but I have need of your aid." The God said looking to them to which Torunn looked as everyone looked to her. Seeing as she was a God it would make sense she was the expert on such things.

"WE need details before we even go into that." James said to which the God nodded.

"Tell me… have you heard of the Infinity Stones?" He asked to which the group were surprised by this.

After all how could they not the greatest battle the Avengers of the past had fought the Infinity War. "Of course what's that got to do with it?" Azari asked looking to the God.

"As you know the Infinity Stones exists in multiple universes but they can only work in the universe they were created in." The God began showing an image of the six stones. "Time, Reality, Space, Mind, Soul, and Power. These Six Stones when gathered by a strong being would grant him or her god like powers enough to even best myself." The God explained before looking to the children. "I had felt a disturbance in my universe and knew the Infinity Stones were being hunted down… but my universe does not possess the Avengers or the Guardians of the Galaxy or any of those sort." He explained to which Francis got the message.

"Ok so you want us to fill in then?" Francis asked in a cocky attitude as he won't lie the offer was tempting.

"Please let me finish." The God said to which they agreed. "In the beginning of my world my brother and I came to a barren soil and had waged war against each other for a time… until we came to an agreement and in turn created the human race blessing them with magic." He began showing images of the events. "We in turn created four gifts to embody them the best, destruction, creation, knowledge, and choice when gathered would summon my brother and I back where we may judge mankind." The god said showing a lamp, a staff, a crown, and a sword but he wasn't done. "See some time ago… a tragedy befell mankind but like any human race they bounced back but this time without the guidance of my brother and me." He explained to which they paid attention.

"If our humanity managed to learn to live together in harmony despite their differences then we would live amongst them again and mankind would be made whole again." The God explained knowing at least ONE of those kids will make a smart aleck remark.

"There's a, but coming in wait for it." Francis said to which the God was spot on.

"Yes if humanity is unchanged and still demands our blessings while fighting amongst themselves then they would be irredeemable and be whipped from existence." He said to which James glared at this.

"Not to be rude or anything God guy but… that's the thing about humankind we can never actually get along for long term stuff. Sure we can put aside our differences but the thing about Choice is that we have to choose to get along and most of the time a lot of us don't do so." James said to which the God was surprised… but then again what was to expect from the Son of the Soldier.

"Impudence… but impudence with wisdom to it." The God said conceding that mankind is known for such things. "But the relic are at the moment second worry… the Infinity Stones someone in our reality is gathering them and I fear that it may destroy any hope of cooperation between humans." The God of Light said before Pym spoke up.

"So what do you want us to do about it?" Pym asked to which the God spoke next.

"I want you to come to my world and do what you do best… be Heroes and if not Avenge it." The God of Light said while looking to the five.

"Wait hold up you can't expect us to drop our lives and go kick it in your Earth." Francis argued but Azari begged to differ.

"Hey didn't your dad tell you about Thanos if this world has its own version of him but unimpeded by Avengers then we have to help them." Azari said as Pym took Francis side on things.

"Yeah but this is a whole new thing for us. We got things to do back home we can't just drop it all now." Pym said as it seems it was two for no.

"Azari is right these people have no idea what's coming we have to help them." Torunn said to which the decision was split down the middle.

"The decision falls to you James Rodgers." The God said looking to James who was thinking it over. "As it stands its two against and two for. The Tie Breaker falls to you." HE said looking to James.

"Before I decide I need to ask if we do go to your world… what will happen to those we leave behind?" James asked wanting to know what he was getting into before he jumped in head first.

"I can arrange for the Watchers to inform your loved ones or leave doubles in your place depending on what may be asked. I ask a boon from you so by law I must plan around your needs." The God of Light said to which James figured as much.

"All on you, boss." Francis said as he waited for the answer from James Rodgers.

James thought it over and knew they owed this world nothing… but they also had a responsibility that didn't stop at the boarders of their universe. People needed help… and it was the Avengers Job to help those people.

"Ok we're in." James said deciding on what to do as the God of Light nodded grateful for this.

"Thank you… when you arrive make haste to the Kingdom of Vale… there an alley will await you an old Wizard named Osma. Mind you he would go by another name and further more may even find your tale hard to believe. So reveal to him this mission and his own he will be an ally to you but please trust him as much as possible and call him on mistakes he makes." The God of Light said to which James nodded in response.

"Anything else?" Azari asked to which the God of Light has one last thing.

"Yes… one of your fellow Avengers or at least the variant of a soon to be member has recently begun her journey as an Avenger… her name or Alias is Iron Heart you will know her when you find her." The God of Light said to which the Next Avengers nodded.

"Ok we're ready." James said to which the God nodded.

"Please our creation is counting on you… Avengers." The God of Light said to which the five got ready for this.

"Here we go again." Pym said ready for anything as he was almost excited to go. After all things had gotten boring after they took down Ultron one more adventure was a huge thing for him.

"One last warning this world you will enter is inhabited by monsters known as Grimm… they will come to you with the full intent to kill you. They are mindless soulless beasts my brother had created in jealousy of my creations I understand you weren't trained to kill but you must kill the Grimm less they kill you first." The God of Light before Torunn raised her sword as if to challenge them.

"Then let them come they will taste the sting of my blade!" Torunn called out ready to move out.

"Very well I wish you luck, God speed Avengers." The God of Light bid them farewell as he began to vanish from sight.

(Scene Break Remnant)

A Village was in chaos as people were panicking. Gun fire was heard as demonic roars were heard. As the chaos continued storm clouds began to form above before a thunder strike was seen hitting the ground. But instead of causing destruction a group of children were seen.

These Children dressed in the garb they had worn in their own world were none other than the Next Avengers. James, Pym, Azari, and Francis chose these outfits for two things, style and usefulness. Torunn of course had opted for her Asgardian Armor for sentimental reasons seeing as her father had gifted it to her.

So they were all surprised when the God of Light decided to port them all into a village in fire as the saw creatures with bone armor attacking everything in sight. "Ok so it was legit." Francis said notching up an arrow in case of anything.

"Ok um what's the plan?" Pym asked to which James took command.

"Ok here it is we got innocent people here priority is to get them to safety. Torunn, Hawkeye I need you two to help keep these um… Grimm corralled Hawkeye you have a second job to mark any strays or patterns." James said before focusing to Torunn. "If any try to break the perimeter light them up." James ordered to which the two nodded.

"Pym you, Azari, and I will work on taking them down and getting these people to safety." James ordered as the two nodded.

"Got it." Azari said as they got to work.

"Count me in!" Pym called out as already first da in remnant and they were already being heroes.

"Avengers Assemble!" James called out getting into action.

Torunn grabbed Hawkeye and flew off to get him a higher vantage point which was a clock tower. Francis quickly began firing his arrows and setting up the perimeter while Torunn raised her sword upward. With focus the Goddess summoned forth storm clouds and lightning before bringing down the thunder on the Grimm hitting multiple of them at once. It didn't take long for the Grimm to notice these two humans would not let them pass so easily.

Pym then flew through the Grimm and starting mimicking his father's old moves as Ant Man. Pym had learned that in this size he was the equivalent to a bullet so he went for the soft spots in the Grimm and basically busted through them with ease. Pym manage to take down a Grimm before summoning his pixie like wings and looked up to Turenn.

Turenn fired more lightning as Hawkeye nary missed a shot while firing off his arrows. But then to Pym's shock a large bird was flying torts Turenn. "Turenn look out!" Pym called out just in time.

Turenn turned and saw the Grimm coming at her as the bird like creature tried to attack her. Torunn flew over it and stabbed her blade into its back before slicing it in two. "None of these creatures of evil shall lay harm to this Asgardian!" Turenn called out as Pym smiled and regrouped with James and Azari.

(James and Azari)

A man was on the ground trying to slash away a Grimm as best he could hoping to keep it a bay. At least until something happened. A small ball of light came in and fired beams at the Grimm getting its attention and hurting it. He looked closely as the Grimm backed off revealing it to be a young boy in yellow bee themed armor with black hair.

Then the Grimm was hit by a Shield that ricocheted off it and returned to its owner. The man looked and saw James running in with Azari as well. "Go get it Azari!" James ordered as Azari nodded just before the shield magnetized to his new gauntlet. See after losing the other ne Tony had built him a new gauntlet that allowed the shield to magnetize to it. Apparently his father had one just like it long ago and now James had his own today.

"On it!" He called out as soon the markings on his body began to glow while he produced thunder around it. He then moved like a cat pounced at the Grimm before attacking it with lightning charged attacks.

The Grimm eased up allowing James to get to him. "Don't worry we have things handled here." James said as he helped the man to his feet.

"Come on let's go!" Pym called still in his tiny form before guiding the man to safety.

(Sky)

Torunn released thunder strike after thunder strike as she made sure the Grimm stayed away from the civilians. As she did this she noted the Grimm beginning to thin out either to escape or get the civilians. Luckily Hawkeye had marked the area where they would be and Turenn had a bird's eye view of the village.

(Azari)

Azari didn't know if it was irony or humor as he faced a wolf based Grimm as the two circled around each other. Azari growled at him as the Grimm returned it with force. "Ok black wolf any idea who you're messing with?" Azari asked as the Grimm then roared out just in time for him to take off his belt and using his powers to make it a bow staff. He then smashed the Grimm around before he sent it flying back with his staff.

He then focused his power before unleashing it on his foe in concentrated beam. "They call me the Black Panther!" He roared out as the Grimm fell down and turned to dust.

(James)

James slammed his shield into a Grimm before using the edge to hit the neck ending its life. James saw no blood left behind which proved what the God of Light said about them. He then jumped over another attack and saw a larger Grimm attacking him as it looked like a Gorilla.

It roared and bashed its chest with its meats hands only for its back to explode. "Got you!" Hawkeye taunted from above but before it could attack Pym flew in.

"I got it!" Pym called out before flying upward. Once he did this Pym switched from small to giant as soon a Giant Pym slammed his foot down onto the Grimm crushing it below. Once this was done he lifted his boot and saw the Grimm was no more before he returned to his normal size.

The Grimm in turn began to escape being smart enough to know this fight wasn't worth the effort and thus chose to fight another day. "They're leaving!" Azari called out as he rejoined the others.

"Yeah they are so gone!" Hawkeye called from above before he began jumping down to rejoin the others while Torunn landed nearby.

"Looks like we're clear." Pym laughed as people began to appear again and saw what these children had done. Whispers were being told with many of them being 'Huntsman and Huntress,' as well as being called children.

"Excuse me children." Came a man as he walked over to the group. "Are you… huntsmen?" He asked as the majority of them were male after all.

"Huntsmen?" James asked as even Francis was at a lost.

"You know defenders of the world from the creatures of Grimm?" The man asked as he was clearly the town leader.

"Oh um no we were just passing through." James said as the man sighed in disappointment but nodded.

"Well our new Huntsman was supposed to be here but we got word his transport was delayed by Grimm. So until he gets here in the next few days we are currently defenseless." The leader said as James had an idea.

"By chance do you have a library and possible a blacksmith amongst you?" Turenn asked looking to the man.

"Why yes on both counts." The man said before Francis spoke up with a smirk.

"Then maybe we can work something out." Francis said before he began to negotiate with the town head.

Unaware to any of them a Grimm had stayed behind to observe as it had tentacles on its person and a glowing ball at the head like a lightbulb.

(Location Unknown)

"Interesting." Salem said seeing what had occurred. The Grimm were meant to take down that village and lure the Huntsman into a trap but it seems the plan was a failure. The Grimm were prepared for another raid… but it seems it may not be needed. That girl Turenn Salem knew not who she was but she possessed powers not of man's Semblance. She had used magic and if that is the case then she may be one of the Four Maidens.

Salem had been hunting down the Four Maidens and it seems she had struck gold. A Maiden self-taught by the looks of it which meant she wasn't located by Ozpin. This would be perfect she needed the girl alive so she knew who to send since she apparently valued those boys with her and if she is inexperienced enough… Salem will have two Maidens instead of the one.

"Tyrion." Salem called as soon Tyrion was heard entering snickering and laughing like the maniac he was. "I have a task for you." Salem ordered as Tyrion began to laugh in a sadistic way.

"Anything you command my queen." Tyrion laughed as Salem needed all the Maidens so she may gather the Relics of Remnant.

(Scene Break Atlas Schnee Estate bathroom)

Weiss Schnee walked out of the shower in a bathrobe as she headed to the mirror. She looked at her reflection with some form of scolding. It has been a good two months since her accident and her 'other self,' being announced. She calmly opened her robe a bit and in turn revealed a machine attached to her chest. It was magnet that kept Shrapnel from reaching her heart. It utilized a combination of Aura, Dust, and her Grandfather Nicholas Arc Reactor Theories.

She laughed a bit before exiting the bathroom and heading to her workshop. "Jarvis start up my shop I need an update on the Mk. 6." Weiss said as she entered and took a tea set up for her.

"Of course Ms. Schnee." The AI Voice said as Weiss saw the blueprints for her armor appear. Once she has the Mk. 6 Armor ready for deployment Weiss was going to build a whole new armory of armors. Besides ironically enough she had her father to thank for that… thanks to his actions as the 'Iron Monger,' her mother reclaimed the SDC seat and had been working on changing things starting with firing the entire board of directors and through Winter managing to hire non racist business men to take their place.

Plus with the old androids being benched in favor for the Atlesian Knights Weiss suggested the old models be reprogramed so they can go to the deeper part of the mines to mine dust. Not only would this make conditions safer but with some modifications it would also open new Job opportunities with better pay seeing as the androids needed to be repaired and maintained. All it took for her wakeup call was being abducted by the White Fang for her higher IQ to build them weapons.

See Weiss was born with an extremely high IQ and her father tried to exploit it. Weiss let him since she learned a great deal of things though she valued elegance and order she had built a great deal of things in her workshop. So when she was held prisoner she managed to build a suit of armor and fight her way out of the cave. Mind you at the time when she escaped she had suffered an injury which the result was now on her chest. See she always looked to the reactor and reminded herself the damage she caused and the reason why the White Fang are the way they are.

She though owed a debt to two people a man who helped save her life… and a kind White Fang Member who was the reason for her awakening. Looking at things from there angle was what made Weiss realize she had put innocent people in harm's way… becoming Iron Heart… that was her redemption. She no longer was racist to the Faunus she only hated the White Fang who strayed from their path.

Weiss of course had made a vow to remove weapons from the wrong hands. She had seen what the White Fang terrorists had done to people even their own kind and she had seen just as bad done amongst humans to each other and Faunus. The fun part was that it was thanks to a well-placed explosion that she had this eye opener.

After all… she was Iron Heart.

(TBC)

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Turonn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Turenn. Turenn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

ESKK: Well tell me what you all think down in the review section and as always ja-ne.


	2. Chapter 2 Assembling The Team

Next Avengers Heroes of Remnant

ESKK: Well here we go chapter 2 I hope you all enjoy this. Now Avengers Assemble!

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Turonn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Torunn. Torunn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

(Start Beacon Academy Headmasters Office)

Ozpin sat in his office online while overlooking the information before him. He had received reports of a Village whose Huntsman was late upon arriving. It seems the event was almost a bad case of unfortunate coincidence seeing as the village was attacked by Grimm. From what he read it seems the end was neigh for them until a group of children came in and turned the tides. The village survived and these children from what reports on travelers had said are protecting it until a professional could show up.

He had to admit the group was strong and he was grateful a group of good Samaritans saw fit to aid the village despite being children. But it was the reports on the girl that caught his attention. She showed abilities akin to that of a Maiden and considering the fate of Amber he doubt this was her attacker. From what he read it seems her power is whole unlike the attacker who stole half. Luckily Qrow isn't to far out of the way so he can investigate it. If the girl was in fact one of the four Seasonal Maidens then her protection was top priority at the moment. He did not doubt her friend's strength but with Salem about he'd rather not risk the girl being put in danger.

Hopefully the Huntsman will arrive soon and the children could be on their way. That way Qrow can intercept them and hopefully talk to them mainly the girl of the group. For now he best keep his ears open less he finds himself losing two Maidens two Salem instead ½ of a Maiden. Soon he reached for his Scroll and began contacting Qrow. It wasn't long till he got an answer as he knew Qrow was ok for the time being.

"Qrow it's me… I hope I am not disturbing you but I have received some reports. If it is not too much trouble can you go and investigate I believe we may have found another Maiden." Ozpin said to the scroll to which he received the expected response from the Dusty Old Crow.

(Scene Break Violet Village)

"Avengers Assemble!" James was heard as he and his friends were taking on a large Grimm called a Geist. Apparently it had a knack for possessing objects to form a body for itself. It had begun terrorizing the village not too long ago thus it fell to them to handle it. The Huntsman for this village would be here later this day and right now they didn't need any trouble upon his arrival. Pym went big and began punching and smashing the Geist while Hawkeye took a vantage point to fire off his arrows at it.

It seems the attacks did nothing from Hawkeye and Torunn had managed to remove a limb that the Geist easily replaced. "Any ideas!?" Azari called out as he stood next to their leader.

"Guys think every time we remove a limb it replaces it." James said before Torunn saw an attack.

"Look out!" She called out and in turn the group dodged the stone arm attack of the Geist.

Pym then went for the torso where the bone mask was located and hit it hard. But the Grimm blocked it as James saw what it did when Pym tried to attack and had an idea.

"Guys regroup I have a plan!" James called out before the Avenger Kids gathered. "Forget the limbs go for the head it doesn't care about the limbs!" James ordered to which they now had a plan.

In turn Pym shrunk down and flew at the Grimm to its face. He then began firing his Stingers at the mask part causing it pain while trying to keep its ground. Torunn was seen above as she had flown up and gathered up Electricity and storm clouds around her. She then raised her sword upward to the sky and summoned the storms thunder before unleashing it upon the Grimm. The attack hit the arm destroying it with ease. But before it could replace the limb Hawkeye fired explosive arrows at its other arm.

The Arrows were made with Dust Crystals thus its explosive power was stronger than normal and in turn destroyed the Grimm's other arm. James and Azari came in next and went for the legs as James threw his shield at the joins like a Frisbee. The attack messed up the connection and Azari took the chance to sever it with the thunder Panther attack. The Grimm down to one leg fell to the ground before Pym went big and roared out.

Pym grabbed the leg and proceeded to tear it off with a roar leaving the Geist as just the torso. "Torunn finish it!" James called out to which the thunder gathered at Torunn's sword.

Torunn roared out and went straight for the Mask. The Geist made an escape attempt only for Azari to catch it. "No you don't!" He called out and after he restrained it he held it in position. "Torunn hurry!" Azari called out as Torunn increased her speed.

Soon just as the blade was inches away from the Grimm Azari jumped away and in turn the Grimm and some of the area was trashed with it. The Grimm turned to dust as Torunn raised her sword in victory. "Rejoice Victory hath been attained!" Torunn called out to which James smiled a bit.

"Yeah well we better head on to the Village that special order we made should be finished." James said as Pym rolled his eyes.

"Come on I could have made something better." Pym argued to which James smirked to the youngest member of their group.

"With what?" James asked the youngest Avenger.

"Shut up." Pym said realizing he was beaten at his own game.

(Scene Break the Village)

"Here you go." Came the black smith slamming the orders the group had made. The first was a pair of gauntlets designed after the Black Panther so it was obvious who it was for. The next was a brand new bow with a Quiver that had arrow heads easily attachable to switch to whichever Gadget is needed and seeing as Francis was the only bow and arrow user here it was obviously for him. Finally was a hand gun that seemed to have a blade attached to it signaling it could transform between a sword and a gun. The Blade was hooked but the gun had a Star and an hourglass like symbol engraved on it as well as painted over. This was obviously for James as they each took the weapons in question inspecting it.

"Wow nice." Francis said admiring the new Bow and Arrow and saw it was collapsible as well.

"Yeah think of it as a huge thank you for what you've done for us here." The Blacksmith said as these kids have been protecting them since the attack weeks prior.

"It's what we do so don't worry." James smiled as he held the Gun out and smiled at it.

"So ya gonna name those weapons or what?" The Blacksmith asked as he looked to the kids.

"Already have one… The Widow Magnum." James said as seeing as he had a shield form his father a gun representing his mother would be best.

"Wakanda." Azari said as he put the gauntlets, now named Wakanda, on and smiled at how claw like daggers shot out of them after some converting.

"Ronin." Francis said as he retracted the Bow for easy carrying.

"Well them some strange names but you all sure ya don't wanna stay we could use a group like you." The Man said but James smiled in response.

"Sorry but we have somewhere to be besides in about an hour or two your Huntsman will arrive so we don't need to be here any longer." James said as the man nodded.

"Well then good luck out there and whatever Combat School will have you all will be one Hell of a School and damn lucky to have you." The man said before he began to take his leave.

"Thanks." James said as he and his group exited the shop to the open road.

(Scene Break Atlas Schnee Estate)

Weiss was tossing and turning in her sleep no doubt from some bad dream. It was accurate but it wasn't exactly a bad dream more of a memory a piece of what many comic book readers would call her 'origin story,' as Iron Heart. But her dream her memory her nightmare was the day her eyes were opened.

(Weiss Dream)

Weiss was sitting in the back of a limo. After she had helped demonstrate a new Atlesian Weapon she had loaded up in the back of her private car and drove off. She was in Vacuo for this so she never saw it coming when it happened.

Her eyes glanced out the window as she saw the Vacuo Desert fly past her. The Demonstration was handled outside the main Kingdom so she never saw a reason for White Fang to come out this far. She didn't really feel like talking at the time seeing as once she returned to Atlas she would no doubt have to perform at a 'charity,' set up by her father. But before she could muse further an explosion was heard and for Weiss it all went by so fast she never saw it coming.

Shouts at her to get down, soldiers being gunned down by members of the White Fang. It was followed by Weiss escaping in hopes of getting to safety or calling for help. And then the missile that landed next to her one with the Schnee Dust Company crest on it. Then an explosion before a ringing was heard and thus the nightmare ended.

(Waking World)

Weiss woke up with a start as she saw an alert from Jarvis. "Ms. Schnee." Jarvis was heard as Weiss looked to the AI. It seems a SDC cargo train had the early warning alarms you set up go off I fear someone may be attempting to rob it." Jarvis said to which Weiss then got up.

"Then get the Mk. 4 Ready and send an alert to the authorities make sure they know I'll be intercepting the robbers." Weiss said getting out of bed.

"Of course Ms. Schnee and what shall I tell your mother and sister?" Jarvis asked seeing as Weiss did promise to meet them for brunch.

"Tell them the truth." Weiss said as she began to change into a skin tight suit while doing up her hair into a bun.

"Shall I be keeping your brother Whitely out of your room and workshop?" Jarvis asked to which Weiss rolled her eyes.

"What do you think?" Weiss said knowing ever since the whole Iron Monger incident Whitely has been trying left and right to get her suit designs and specs. No doubt to steal the SDC from under her nose.

"Yes and in fact bump up security I have a feeling he's been trying to adapt." Weiss said as she zipped up the suit.

"Of course ma'am and the Mk. 4 is prepped for suit up." Jarvis said to which Weiss nodded.

Weiss then stood on a platform and began to suit up. Or in this case the platform opened and from it her armor in segments began to come onto her. Each pieced was screwed and secured onto her starting from the feet to ensure each system was connected properly with both wires and segments at the correct spots as needed. Soon she was in a Red and Gold suit of armor with a gold plated face and the light of her Ark Reactor shining on the center of her breastplates. She got ready to launch as the hatch above her opened up before she launched skyward to the air.

(Outside)

Ironheart flew high above with only one destination in mind. She in turn went supersonic resulting in her breaking the sound barrier and in turn creating a sonic boom. She had to hurry after all since well she had a train to catch torts Vale.

(Meanwhile back with the Avengers)

The group of five was walking down the road as Francis held the map in his hands. "Ok from what we know the Transport to Vale should be in the next town so if we keep up this paste we should be there in no time." Francis said as he kept walking. There outfits remained more or less unchanged but it seems Hawkeye added some new armor onto his but it blended it well enough that it barely changed his outfit.

James now had a holster for his weapon the Widow Magnum much like how Francis did as the new quiver Hawkeye had can change to the arrow head he wanted with a press of a button. "But it's taking so long!" Pym complained as he walked with his friends.

"Oh shut it you use for a bit of leg work." Azari argued to the youngest member of their team.

"Yeah kid I've been doing stuff like this all my life you know what with Ultron hunting me and my dad down with the others." Francis said while he walked.

"How have your legs not fallen off yet?" Pym asked while they kept their paste.

"Pym this is just like training with Tony just go with it." Azari said while looking to the Shrinking Boy who began to pout again.

"Pym thou must rejoice in but a few short miles we shall arrive out our desired destination." Torunn said using her Asgardian speech as the others had begun calling it.

"Yeah well we have to get pass this ruined village in between though." Francis said noting it on the map. "Apparently they weren't so lucky to have us there." He added to which Azari had to agree there.

"Well if there is a Thanos here then we're going to have our work cut out for us." James said knowing how Thanos was the first lose the Avengers ever suffered against and he wiped out half the universe to prove his love for Death. Talk about a major screwed up relationship.

"Look we should have some time before he gathers them. Remember we don't even know where the Stones are hidden and even then most of them has defenses ready to keep him out." Francis said hoping that was the case.

"Yeah Space, Time, Reality, Mind, Soul, and Power." Pym said listing off the six Infinity Stones. "And that assuming the Gauntlet still needs to be built to harness them." Pym said to which Azari spoke up.

"So we're going in blind well that's just great." Azari said knowing this job may get difficult real fast.

(Meanwhile with Ironheart Mission)

In a forest of red leaves and even red ground a young woman in black sat. She sat there looking at the sky as he outfit's primary color was black as on her back was what looked like a katana in a large bladed sheath. Upon her head was a large black bow as she looked to the sky as if trying to find an answer to questions that have been plaguing her.

"Blake." Came a Male voice as he looked to Blake while wearing a black suit. "It's time." He said as it caused the girl to turn to him as her hair was still being blown by the wind. When she turned to him it was revealed that her eyes were a topaz yellow as there seemed to be some makeup around her eyes.

"Alright." She said with a look that spoke she had been questioning her resolve for their cause.

(Later)

The two were moving with a speed of ninja's as they ran through the forest to their desired destination. As they ran they eventually arrived at a cliff where a set of train tracks were at the bottom. As they stood it was revealed that Blake's weapon Gambol Shroud had a large ribbon on it as they looked at the train. The two then saw the train was now passing there spot before they then jumped down and began sliding down the hill like cliff.

As the slid down they held the hilt of their weapons as Adam with red hair and a Grimm mask was holding his weapons scabbard as well so they don't lose their weapons. Eventually they arrived at the bottom and jumped onto the train as they grabbed their weapons and stabbed them into the train's roof to keep from falling off. When they got foot ground they began running to the desired cart so they can claim what they came here for and after jumping from cart to cart they eventually arrived at one cart in particular with a roof door.

Adam then with a quick draw movement cut the lock before opening the door and entering the train. Once inside the two looked around and quickly saw what was around them and knew they activated the traps. "Looks like we're doing this the hard way." Adam said as he was ready to draw his weapon as they realized they tripped inferred security traps which was oddly delayed for some reason.

The androids visors lowered and surrounded the trio as they Blake looked around. "Don't be so dramatic." Blake said as Adam looked and sighed as the Androids began to move.

"Intruders identify yourselves." The androids demanded aiming guns at the duo. Adam then smirked and fired off his sheath and launching his Katana at them knocking it back. Adam then went after it and slashed through the Atlas Android with ease as it slid in two.

The Androids looked between each other before going after Blake. Blake saw it coming and left a dummy in her place as she took the androids out with ease. Adam and Blake soon fought side by side and back to back slashing through bullets and taking down androids as they came at them.

After Blake took down multiple at once Adam came in and kicked one to the door knocking said door down. Then Adam and Blake came out and glared at the oncoming drones before all of a sudden they stopped and simply armed their guns at the duo. At first they were worried but that was until a sonic boom was heard above. They looked and saw Ironheart flying to the train before she pulled off a super hero landing and glared at the duo.

"Oh shit." Blake cursed realizing who it was.

She then stood up tall and aimed repulse beams and any other weapons she had at them. "I suggest you both stand down and turn yourselves in I won't give you two a second chance." Ironheart said as Blake knew exactly when she was beaten. Not like she wanted to take part in this chaos any longer then she had to.

"Blake circle around we need those bombs." Adam said to which Ironheart heard.

"I…" Blake began but then Ironheart went for Adam. She fired off a repulse blast and then went for him in an instant.

"Stay out of this you'll be better off." Ironheart said before she went to Adam to take him down.

Adam got his feet back under him before he began firing his gun at her. Ironheart tanked the bullets seeing as her armor was made of a highly dense and durable alloy. Hard to find and expensive to get her hands on luckily money was not a question here. Ironheart then fired a repulse blast at Adam who blocked the attack with his sword allowing the blade to absorb it.

(Weiss)

"Miss Schnee it seems Adam Taurus is prepping to use his Semblance." Jarvis said scanning his Aura levels.

"Yeah Jarvis I can see that." Weiss said knowing of Adam's infamous Semblance from news. "I have an idea." Weiss said knowing what may stop him.

(Battle)

Ironheart charged at Adam and began punching and kicking him while mixing Repulser Blasts as well. She was not giving him opening as Adam tried but the attacks that hit his sword did little for it. But this was just the opening act for him as he then jumped back and got ready to attack. Ironheart then proceeded to utilize the Uni-Beam and fired a powerful attack from her chest plate.

Adam smirked and drew his weapon taking the beam attack into his blade. Once he did this he channeled it before letting out an evil chuckle. He then slashed out at her just as she charged in channeling her power to shielding.

Adam's attack hit only to be blocked by the shield which acted as a buffer. But it didn't stop there as to Adam's shock Ironheart grabbed his blade and held it in a vice grip. "Sorry but this is too dangerous for someone like you to hold." Ironheart said as to Adam's shock she shattered the blade in her hands. She then grabbed his collar and pinned him to the wall before removing his mask revealing the scar on his face.

"You Schnee bitch why don't you come out of that armor and fight me head on you coward!" He yelled raging at her to which Weiss opened her face plate to glare at Adam. She then gained a saddened look seeing the scar on her face a reminder of what her father had done before he tried to mimic her armor and became Iron Monger.

"You're not well, Adam Taurus." Weiss said as she then took him and made sure he was restrained properly. "You need help." She said making sure he was properly tied up.

She then began to push him through the cart as he then saw Blake there waiting for him. "Thanks for the tip." Weiss said looking to Blake. "This is the second time you helped me out, I really owe you one." Weiss said as she remembered Blake who was surprised by this.

"Wait what?!" Adam demanded but Blake spoke up.

"She's right about you Adam you're not well mentally that is." Blake said looking to her former friend. It was clear to Adam that these two thought he was insane and were going to put him in a strait jacket like some psychopath.

"You traitor!" Adam roared in fury trying to get at Black but Weiss blocked him even putting her face mask back on. "How could you my love?! After everything we fought for you sold me out! YOU SOLD ALL OF US OUT!" Adam roared in fury raging before Weiss proceeded to use the Taser on him from her suit knocking him out cold.

"I'll pull some strings and ensure he gets a fair trial. But with his list of crimes don't get your hopes up for him getting off light." Weiss said knowing even with the insanity plea Adam was probably going to be put away for a long time.

"Um thank you… and is the um… is it still doing ok?" Blake asked gesturing to the chest plate of Weiss' Ironheart armor.

"Well it keeps the Shrapnel from my heart powering a magnet with an Ark Reactor so yes… it still works." Weiss said nodding to Blake who understood this. After all she was there when Weiss was held prisoner by the White Fang demanding weapons from her. Weiss was lucky another human was there with her who managed to attach the magnet and battery to her chest otherwise she would have died there.

Blake of course had a hand in that escape by providing parts the Fang wouldn't let them have and it was thanks to those parts that Weiss managed to escape from the White Fang and in turn become Ironheart. In a way the White Fang was to thanks for the SDC change in nature and the birth of Atlas' Ironheart.

The two would then wait for arrival at the station to which Weiss would spin a tale of how Blake was kidnapped and forced to aid Adam before Ironheart appeared and saved her. This would also destroy much of the White Fang moral that followed Adam seeing, him locked up and hopefully help get the White Fang back on track to what it once was. But they could only wait and see for any progress.

(Meanwhile with Qrow)

When Qrow got Ozpin's call on the scroll he didn't expect to receive news on another Maiden. With what had happened to Autumn and Spring being in Raven's hands he was losing hope of finding Winter and/or Summer. So when he received words of a possible Maiden he instantly moved into action. Of course Qrow was flabbergasted. He just been to a nearby village that was on the central part on the continent of Sanus closest to Vale. To his surprise, they knew of the girl he was searching for her and her friends.

Apparently they had been protecting a village until its designated Huntsman could arrive. Once he did they took their leave of the village as their job was done and the only reward they asked was for their gear to be repaired and some new gear to take. He was surprised at the fact they spoke of children, a boy who could shrink to the size of an ant yet grow to the size of giant, a young man who had movements akin to a Faunus that it was curious if he had Faunus Blood in him, then the archer who manages to hit every and all targets he comes across possible the oldest of the group. Then came the leader a shield wielder who uses his shield as both a Frisbee for ranger attacks and a melee weapon.

At times he was called Captain but it was clear these kids had training from somewhere. Then came the girl the one they called 'Torunn,' who could summon storm clouds, fly, and do a great deal of things. The way they described her powers matched that of a Seasonal Maiden. The fact they worked together as they did and took out the Grimm that attacked the village without remorse showed they were powerful for being young.

However what was really eating Qrow up was not the event of the battle or the detail description of the girl, which he found awfully familiar. He was the second person to ask about the girl and her group. Someone else was already after her and they had a massive head start over him.

Qrow was brought out of his thoughts when he heard multiple gun shots in the distance, flashes of blue light could be seen in the clearing as well as explosions and from the sky thunder strikes. "Oh no!" Qrow ran as fast as he could toward the site of combat.

(Scene Break Prior to this)

The Avengers were taking a small break at the ruined village they were told about. It seems either this village was the victim of Grimm or Bandits as the group of five was drinking water and cooling down a bit. "Finally I thought we were walking forever!" Pym complained as he sat on a chair.

"Surely Pym you are not that out of shape to be tired from some hiking." Torunn said as she looked to her adoptive brother.

"Hey I'm not like you or Azari I'm still a growing boy." Pym argued to which James smirked.

"Then you better eat your Vegetables if you want to get big." James said to which Pym stuck his tongue out.

"My powers can make me big enough thank you." Pym huffed as he began sitting cross legged with his arms crossed.

"Hey short stuff enjoy the break once we're done we head to the next village and get a transport to Vale." Francis said as he ruffled Pym's head causing him to swat the hands away.

"Stop it." Pym said getting Francis hands off his head.

"Want some Juice Pym?" Azari asked as Pym smiled to this.

"Yes please!" He called excited for a fruit drink and hopefully candy to go with it.

The Avengers laughed a bit at Pym's childish behavior as Azari took off his bag to give Pym what he wanted. But just as he was about to reach for the sweets his heightened senses picked up on something. It seems even Torunn felt it as well as her smiled vanished instantly getting ready for a possible fight. The Prince of Wakanda and the Princess of Asgard sensed a presence rushing towards their location.

"Guys we have company." Azari said as he got ready as did the others.

"Trying for a sneak attack?" James asked to which Torunn nodded.

"Varley." Torunn said as she held her sword at the ready.

"Then let's surprise them." Hawkeye said activating his Bow ready for the foe to make himself known.

The Next Avengers waited out in the open, as the wind blew passed them causing Torunn's came to flutter a bit. Azari noticed it was too quiet, all the birds and animals were silent, only the rustling of leafs could be heard. James had his shield out but was carefully reaching for the Widow Magnum to quick draw it. Pym of course got read with his Wasp Stingers active just in case of trouble. Hawkeye moved his arrow and notched it up as the Avengers were ready for anything.

Soon loud thud was heard from the top of an unfinished abandon building, followed by another when it hit the ground further behind them. The group quickly spun around weapon active as Hawkeye aimed at their new arrival with James shield up in a defensive position, Azari had his weapon Wakanda active as claws came out of the gauntlets he was wearing mixing with his hands.

Luckily they blocked their attack in the nick of time as Torunn had used her sword black an attack before she proceeded to push off a large figure before he could cause harm to her family. The man cackled manically. "Not bad! Not bad at all! This won't be so boring after all." The man cackled as he kicked himself off Torunn's sword, as he nimbly spun and flipped through the air as he landed further away from them.

The man had long dark brown hair, most of it pulled back into a long pigtail, his golden eyes lit with malice and mischief. His face was long and sharp, his massive smile filled with joy and insanity. The man wore a dark brown trench coat that exposed his heavily scarred chest and stomach. He wore white jeans along with boots that came with metal shin guard. What had the Next Avengers shared attention were his weapons, a pair of retractable wrist blades.

"Identify thyself attacker who are thee!" Torunn demanded of the man as she pointing her sword at their attacker.

"Yeah mister we never met you before and I don't think we offended you either." Pym said while looking to the insane looking man before them.

The man's eyes widened in surprise. "Mister!?" The man laughed uproariously. "Mister! Hahaha! That is brilliant! I'm no 'Mister' kid!" He began calming down as best he could. "But fortunate or unfortunate for you I don't care for you." He began by pointing at Pym. "Or you." He said pointing a finger torts Azari. "Or you." He continued while pointing at Francis.

His view was then onto James as he paused for a moment. "Well… you interest me at least." He said looking to James who was on the defensive. "But no alas I am here for you." He said pointing to Torunn surprising the Asgardian.

"Me? And what words would ye have with me vile foe!?" She demanded while glaring at the man.

"Oh my dear see I am here to whisk you away, at my Goddess command..." The man quite down and smiled maliciously. "And I most certainly hope you resist. I have been most terribly bored and you... are my prey." He said looking at Torunn with a sadistic madness filled grin.

"Then you gotta go through us crazy guy." Francis said as he was ready with his arrow to protect Torunn.

"Oh… I intend to." He said before the man vanished from there sight and appeared behind Torunn. His wrist blade unsheathed, his smile grew at the anticipated bloodshed. Only to be met with sound of metal colliding with metal, as James shield blocked his wrist blades. His smile only grew as he leaped away from the Avengers.

"Stay away from my sister!" James ordered as the Avengers surrounded Torunn.

"Otherwise I'll be shove these arrows so far up your ass when I punch you in the face I may end up cutting myself on them." Francis said glaring at their unknown attacker.

"What name are you know as swine!?" Torunn demanded glaring at her foe while she held her sword ready for any more of his attempted sneak attacks.

The man blinked once, twice then three times. He scratched his head then laughed. "Hahaha! You are really funny! But you are right, where are my manners? I am Tyrian, the most faithful servant of my Goddess. I belong to her body and soul." He said as whoever this 'Goddess,' he served was they were not keen on meeting with her.

"Very well Tyrian then prepare thyself to feel the sting of my blade as we send you back to your 'Goddess,' in humiliating defeat!" Torunn called out glaring at Tyrion.

Francis took the shot and fired off one of his newest arrows. The Arrow flew at Tyrion who saw this and quickly dodged it. The arrow hit behind him on the ground but when it did Tyrion was hit by an electrical current through his weapons. He of course cried out in pain but the cry was mixed with laughter seeing what Francis did.

Tyrion then charged at the group before he had time to notice one of them had vanished. Soon he saw a ball of light and was in turn being shot at by a tiny Pym as he flew around. Pym fired his stingers now infused with Dust causing Tyrion some pain as it hurt worse than he had thought.

Tyrion was about to attack him until Azari came in with claws out. Azari's claws met Tyrion's retractable blades as the princes glared at the grinning psychopath. Soon he heard something flying and saw James shield spinning torts a tree and in turn ricocheted off it torts Tyrion. Azari moved out of the way in time just as Tyrion got hit by the shield. The Shield came back to James as Azari landed like a cat before throwing his claws knives at the man after Torunn.

"Have at thee!" Torunn roared out flying at Tyrion with her sword out as Tyrion was wide eyed at this.

These children were more skilled then he thought as he narrowly avoided being cut by the girl's sword by leaning to the side. He then saw Francis attacking as he fired a volley of arrows at Tyrion who then smirked and went after him. If he wants to get the girl… he needs to get through the guards. Oh he just loved this sort of game.

He then delivered a swift kick to Francis and in turn threw him to the nearby wall with the kick in question. Francis was in striking ranger now thus Tyrion capitalized on the archer's weakness. He slashed his wrist blade torts Francis face, but he dodged the attack just in the nick of time. Francis was forced to use his bow as a bow staff while trying to get some distance between him and Tyrion.

"What's wrong can't fight up close!?" Tyrion asked but then Francis jumped over Tyrion and use his bow to fling him by restraining his neck. Tyrion went flying as Azari jumped up from an unfinished building and proceeded to kick him to the ground.

"No just needed to get you in position." Francis said as he and Azari knuckle bumped each other.

"Is that all?" Tyrion asked as he got up laughing to this.

"No this is! Pym now!" James called up and soon Tyrion looked up and saw the ball of light just before Pym went giant and came down with a roar.

Tyrion barely had time to dodge as he moved fast away from the giant boy. Where Tyrion had stood moments before a crater was left as Pym glared down at him. Tyrion began firing at the huge target but Pym once more went to the size of a pixie causing Tyrion to miss his shots completely.

"Well aren't you all just full of surprises." Tyrian said with a wide smile before he tried to close the distance again. Torunn of course saw this and rejoined the fight as she swung her blade about before going upward.

While she did this James went after Tyrion and fired his Widow Magnum at him with the Star Spangled Shield up. Tyrion dodged and avoided the attacks before James transformed the gun into a sword and attacked once close enough. His blade met Tyrion's retractable ones as the two began a sword fight against each other.

The fight as short though as James back flipped away only for Francis to jump over him and fire his explosive arrows around Tyrion who landed on the target going after James. A powerful Explosion resulted from this sending Tyrion flying back from it.

The battle wasn't over as Azari rejoined and in turn they began hacking and slashing at each other. Azari then retracted his claws once he jumped back and took out his bow staff and began spinning it and hitting Tyrion with it. Tyrion didn't anticipate the electrical current from the belt turned staff and was knocked back by it.

"Sorry Mr. Psychopath but I'm just too fast for you." Azari boasted as Tyrion was on all fours ready for more.

Tyrion then laughed as just then James came in with his sword torts Tyrion. He saw it coming and showed off his trump card. Soon the cloak came off revealing to their shock a large Scorpion tail that easily blocked James attack. "Wanna try that again?" Tyrion laughed as he then proceeded to use his tail and his weapons to fling James away from him.

Tyrion then went after Azari forcing him to drop his staff as his tattoos glowed with his power. "Oh what's wrong am I to fast for you?" Tyrion taunted Azari with his own taunt trying to sting the Mutant Wakanda Prince with his tail and poison him. Azari managed to grab the tail and with his strength tried to keep it away from him.

Azari felt the beast inside coming out again as he was hoping for that. "You have no idea who you're messing with do you?" Azari asked as his marks began to glow brighter.

"Oh and who am I messing with?" Tyrion taunted unaware that Azari reached his peak.

Azari's eyes went into slits as the electrical current formed around him as well. Azari roared out like a Panther and managed to blast Tyrion off of him. "You're messing with the Black Panther!" Azari roared out glaring at Tyrion with slit eyes like a Panther's eyes.

Torunn then came in as Tyrion saw the storm clouds form around her. The thunder strike fell to her blade channeling it before she unleashed it upon Tyrion. Tyrion was forced to dodge it as the thunder followed after him creating a trail of destruction in its wake. Tyrion began getting some higher ground going for the tallest building to get close to Torunn's position.

Torunn and Francis fired their attacks of thunder and arrows since Francis wanted to protect Torunn. Tyrion of course avoided the attacks all the while rotating around Torunn and Francis. Tyrian had enough of this game of cat and mouse, so in response he shot at Torunn and Francis with his own hidden barrels of dust bullets. This caused enough of a distraction for the two to lose sight of Tyrian.

They began looking for him but Torunn failed to notice him coming up behind her. "Torunn!" Francis called out as he saw what happened as Torunn saw Tyrion had gone airborne with momentum involved.

"Peek a Boo!" Tyrian kicked Torunn in the stomach, sending her flying to the ground while dropping her sword.

Just as Torunn recovered from the recent kick, Tyrian had already closed in. His wrist blade closing in on her, only for her to reach out her hand. Confused but undeterred he never saw Torunn's sword coming in till he heard an odd sound. He looked and narrowly avoided the sword coming straight at him.

This caused him to lose his focus forcing him to stop before looking to Torunn. To his shock the sword returned to her hand like magic as she swung it about and held it at the ready. "Hey Scorpio!" Francis called out from above as Tyrian looked up towards the sky, he saw Francis with his arrow notched up from above before he released and fired it at him.

Tyrion quickly acted and jumped spin out of the way as the arrow hit the ground and exploded not to long after. "Hey!" Pym was heard as Tyrion saw him coming this time. Tyrion then grabbed the small boy and slammed him into the ground in his fist before flinging him away hopefully to kill him.

"PYM!" They called out as James acted and grabbed Pym just in time.

Azari roared in fury before the thunder formed panther appeared around him before he channeled its power and fired it at Tyrion. The attack hit causing Tyrion to let out a cry of pain or shock as the smoke formed from it.

"You ok Pym?" James asked looking to Pym.

"Yeah remind me never to skip exercise day again." Pym said as he was lucky the Pym Particles shrinking his size but not his mass and his armor took most of the damage for him.

"Did we get him?" Azari asked positive they got him, that was until she heard laughter from the unhinged Scorpion Faunus.

"That's a no." Francis said as James had to agree while they all returned to their battle stance while Pym flew to a safer spot.

"Hahah. How utterly delightful! You almost had me there." Tyrion laughed as he got back up showing he was still able to fight but his aura had taken a major blow with that.

"What do you want vile cur? As I hath said before, I've nary seen ye before or even this goddess of thy worship to whom ye speak of. Why hath ye made a target of I?" Torunn demanded as she wanted answers now.

Tyrion seemed confused at this. "My Goddess commanded me so, but if you must know... she believes you to be a maiden." Tyrion said as he pointed to Torunn.

"A maiden?" James asked as that was news to him in all honesty.

"First I've heard of it." Azari said looking to his friend with a shrug.

"Wasn't that a story book in the library?" Pym asked as he flew next to James head.

"Oh this is rich." Tyrion said as he began to laugh once more. "A Maiden who knows not of her own power." Tyrion laughed as it seems Torunn had figured it out.

'He thinks my powers are that of these Maidens.' Torunn thought really wishing the God of Light bothered to tell them of important information like this one.

"Then you must have made a mistake Torunn isn't one of these Maidens you're after." James said as he glared at Tyrion.

Oh but yet you possess power that are very similar to theirs. Just like the maiden, you don't need dust to use any of your power. And your powers are too great and varied to be a Semblance." Tyrion said referring to her power to summon thunder storms, fly, and summon her sword back to her hand.

"Well your out of luck she's always had those powers got them from her parents." Francis said aiming another arrow at Tyrion.

"Oh that's rich." Tyrion laughed only for James to act and throw his shield at Tyrion. Of course the Faunus saw this and grinned. "Not this time!" He called out deflecting the shield and firing one of Francis's arrows away after he had shot it.

James of course ran at Tyrion firing the Widow Magnum at him as Azari came behind him with Pym flying close by. Azari came in and slashed at Tyrion who forced him off only to have Pym firing his stingers at Tyrion's face. James then came in and got into a blade fight with Tyrion. James then jumped over Tyrion and got his shield back from the ground before holding it up.

Azari then got to the shield and used it as a spring board as James launched him into the sky. Azari then began throwing more daggers at Tyrion before he came and claws at him with Wakanda in melee mode. Azari then jumped away just as Hawkeye came running around firing his arrows at Tyrion who was hit with different arrow heads one of them being to his shock a boxing glove.

He then caught on and smirked only for spots to open on the arrow head spraying his eyes with a pepper spray like substance causing Tyrion to cry out in pain while grabbing his face. Soon Tyrion getting some vision back saw Torunn roaring out and slashing down with her sword now with the blade covered in lightning as Tyrion dodged it as best he could.

But it seems it was for not as soon he was bashed in the face by James shield who used his own weight to add to the blow. Tyrion was sent tumbling to the ground holding his face in pain from what had just happened. He thought he had them figured out but these Avengers just went and changed the rules on him. Unpredictable just how he liked it but he was starting to lose his patience with them. "You know this was so much fun when it started…" Tyrion began as he glared at his foes who began to surround him while they had grounded him. "I've had it just about here with you brats." Tyrion yelled out as he glared at them.

"Well should have picked your pray better." Francis said as he and his fellow Avengers began to surround the psychopath. All of them had weapons drawn at him giving him no room to move save for going after Pym the youngest of the group.

Tyrion growled in response before roaring out and firing wildly around him forcing the Avengers to either block the attack or dodge it. James was first to be hit as Tyrion grabbed the boy by the face and flung him torts Torunn who cried out in shock to this.

She caught him just in time on this. Tyrion then went for Francis knowing he lacked powers and grabbed him in a choke hold before flipping him over. Next was Azari and Pym as the two went at him from the sides. Azari and Pym fired off their attacks by Tyrion dodged it and spun on his hands kicking both of them down. He managed to hit the small Pym thus that left only James and Torunn.

Tyrion roared out and went for the attack as James tried to stop him. Key word being tried since Tyrion smacked James to the side. "Now you're coming with me!" He roared out ready to swing his weapon down on Torunn.

Torunn was about to face him head on but before the attack could go through a wall broke apart nearby and from it a new figure appeared. This figure was Qrow as he looked to Torunn and the Avengers around him.

"Well… glad to see you kids held your all." Qrow said as he was impressed with how these kids held their ground here.

"Well Qrow Branwen you appear at last." Tyrion said but before he could attack he felt an Arrow head at his head and saw Francis was back on his feet. Following it up was Azari who had his claws at Tyrion's tail. Then came James who held a gun at the side of his head with Torunn managing to move enough for her sword to rest at his neck.

"Well looks like you're in a tight spot." Qrow retorted seeing what was happening.

Tyrion glared at this before roaring out and managing to get them all off him by using his tail to swing Azari torts Francis before grabbing James and bashing him into Torunn all before they could react. Tyrion then jumped away just before Qrow could try and stop him as he saw he was beaten by his pray and Qrow.

Tyrian was in shock from his failure and angered but also fearful for the results of it. "She will forgive you. It's not your fault. She will forgive you." Tyrian tried to sooth himself from his fear before he soon fled with his between his legs.

"Well that handles that problem." Qrow said happy to see these kids managing to pull through.

"Yeah could have used you like um five minutes ago." Francis argued as he looked to Qrow with a glare.

"He has a point and who are you anyway?" James asked looking to Qrow.

"Kids it's not safe out here for you but the name is Qrow." Qrow introduced as he looked to the Avengers.

"Yeah we got that but right now we're trying to get to Vale and locate someone called Oz." Azari said surprising Qrow on this.

"Well I guess this makes my job a whole lot easier." Qrow said catching the kid's attention just as Pym regrew to his normal size.

"Huh?" Pym asked as Torunn was also curious of their mysterious savior.

"I was asked to get you…well to get her to the guy our looking for Ozpin. It's nothing like what that guy wanted he just wants to confirm something is all." Qrow said to which this made the Avengers jobs a whole lot easier.

"So let's help each other out." Francis said as this was going smoothly.

"Right I get you to Oz and everyone wins." Qrow said as it was agreeable for now.

"Very well but if this is some sort of ploy or ruse know my sword will taste your neck." Torunn said as Qrow laughed a bit.

"Trust me you'll have a lot of trouble doing that girlie." Qrow said causing Azari and James to hold her back from losing her temper while Qrow took a swig of his flask.

It seems things were going their way for the time being… but who was Tyrion and who had sent him after Torunn like that. It seems the Infinity Stones may be one of many worried the Avengers had to take into account on Remnant. But for now they had an objective to complete before they move to the next needed task. And that task was to make their way to Vale and meet with Osma who may or may not be going under the alias Ozpin. For now thought they needed some much needed rest.

(Scene Break Continent of Anima Shion Village)

Bandits were getting ready to kill the villages as one young man of Atlasian birth with orange hair and blue eyes was held in ropes. "Look punk stop screwing with us! We know that monster of yours is hiding here. WE want it so fork it over!" A Bandit yelled as the man tried to keep his cool.

"I will not I cannot let him out like that." He said but the bandit glared and held a gun at a girl who began to cry and scream as the man was wide eyed.

"Tell me or she dies as does the villagers!" He roared glaring at the man who began to go limp.

"Don't make me angry…" The man said looking down deciding that if they want the monster to come then they can have it. "You wouldn't like me when I'm angry." He said as he looked up revealing his eyes had turned green.

What no one would forget if they make it out was how a small unassuming man turned into a beast of pure rage and aggression. In fact the last thing anyone would hear after the tearing of clothing due to size growth… was the roar of a beast and one last thing before the bandits screamed in horror and fright.

"HULK SMASH!"

(TBC)

ESKK: Well new chapter is done and I hope you all liked it. So know this in the next chapter we will be seeing the beginning of the Volume 1 stuff occurring so look forward to it folks. Now as for pairings I have a few pairings planned but nothing confirmed yet so any suggestions could help me. So until the next chapter be sure to leave a review before you leave and as always ja-ne.


	3. Chapter 3 Ruby & Avengers off to School

Next Avengers Heroes of Remnant

ESKK: Well let's get started on the newest Chapter so please enjoy my amazing fic.

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Torunn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Torunn. Torunn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

(Start Salem)

Somewhere in the Grimm infested badland, stood a dark purple castle. Surrounded by abnormal jagged purple and pitch black dust crystals. A woman with deathly white skin with deep red and purple veins sat on a throne of black crystal. She had white hair form into a bun with six offshoots tied with ornaments of black ribbons. Her eye were fiery red that glowed in the dark, the sclera of her eyes were pitch black. She wore a long black robe with red design resembling inhuman eyes.

As the inhuman woman enjoying a cup of tea, the door creaked open and muffled cries of a man could be heard just at the entrance. Tyrian slouched over, he dare not stand tall after his failure. The scorpion Faunus shrank even further as the inhuman woman stood and approached him.

"Tyrian... How goes the mission. Were you successful?" The woman said with a small frown.

Tyrian whimpered. "I'm sorry... please forgive me... I failed you..." He confessed which surprised Salem and also annoyed her that Tyrion had lost to children even if one of them was possibly one of the Maidens.

"Hush now. Tell me what happened." The woman said as she walked towards the cowering Tyrian.

Tyrian hissed angrily with tears in his eyes. "THEY CHEATED! THEY CHEATED! I WAS WINNING!" He roared out angrily while also on the verge of breaking down.

"Hush now my child, my ever loyal Tyrian. Calm down and tell me what happened." The woman coaxed wanting answers.

Tyrian recounted his battle with the Avengers, how he was winning, how he had her at the end of their rope. He even detailed how the battle went back and forth on who was winning and losing detailing how they had worked together united. Detailing how the youngest could become a giant and a pixie at will and even how the girl summoned her sword to her hand even after she was disarmed of the weapon. He even spoke of how Azari could summon the animal within and how Hawkeye almost never missed a shot.

"I'm sorry... please forgive me..." He begged looking to Salem as she glared down on him.

"They did not have aura?" Salem asked as she noticed none of them showed what may be that of a Semblance. Azari came closest but even then after the beating they each took their Aura should have shown signs of being depleted.

"N-no mistress." He said to which Salem began to notice that these children showed abilities not akin to Remnant. Her sources informed her of a raging monster that grew stronger with its anger but with said anger attracted Grimm to it. Plus with Atlas having Ironheart in the form of the Schnee heiress it would seem some sort of great advent had begun.

"I should be disappointed." Salem began as Tyrion was wide eyed at this expecting the worse. "But it seems I may have underestimated these anomalies." Salem added to her musings giving some hope to Tyrion. "But then again you allowed Ozpin to get his hands on them now." Salem said showing so far it was two strikes against Tyrion here. "But regardless it seems you will require aid the next time you confront them as to avoid them getting help at the last minute." Salem said and in turn leaving behind a shocked Tyrion.

The woman walked out of the room as Tyrian cried in sorrow that was soon replaced with absolute rage. The woman smiled as she heard Tyrian smashed up the furniture within the room, she could easily replace a few chairs and tables.

Another man stood just outside the room when the woman made her exit. The man had short black and grey hair. He wore a smart suit with a dark blue overcoat and yellow lining. He said with a well refine tone. "How may I serve? My queen." He said looking to the ancient witch.

The woman turned to the man. "Doctor Watts. I want you to find everything you can on the following group." Salem said as she got ready to list off names. "James Rodgers, Francis Barton, Henry Pym Jr., Azari T'challa, and most importantly Torunn Thorsdóttir. I want to know their families, their friends, and even their pets. Leave no stone unturned clearly these five have had prior training in combat if they managed to stand their ground against Tyrion." Salem said showing she was not in a good mood at the moment. "I do not take kindly to anyone who chooses to defy me or challenge me so openly." Salem said showing she wanted to know everything there is about these children who call themselves Avengers.

"As you wish Ma'am. I will have a complete report ready for you soon." The man began to walk away intent on gathering the needed data on these children.

When Salem was alone she chuckled a bit finding it humorous at what these Children called themselves. "Avengers? What do they desire to Avenge?" Salem mused wondering if these children may prove to be a challenge to her in some form.

(Back with the Avengers)

It had been a few days since there battle with Tyrion. They managed to make it to the village where they were each given medical attention. Apparently some of them were poisoned by the Faunus and Torunn was shown to be immune no doubt due to her Asgardian physiology. Azari had it better but was still hurt from it seeing as he was also a mutant.

Of course Pym was given the immediate stuff since he was still a child which was how they learned that their Aura was not activated. Torunn had little need for it but James went with it preferring to have a fallback to help them out. Seeing as James and Francis had no powers they went and got there Aura's unlocked followed by Azari and Pym. Torunn was stubborn and chose not to have it unlocked seeing as she did not have to worry about losing her powers anytime soon.

So after they were each treated and had their Aura's unlocked the group had boarded the next transport to Vale and were on their way. So now the group were in Beacon with the preparations for the new School Year nearly ready as they were taken to see Ozpin. Azari managed to steal Qrow's flask until they arrived at Beacon thus the drunkard had taken the first chance to drink himself under the table upon the return of his beloved flask.

So we find the group riding the Elevator up to Beacon Tower as the group had to admit the sight was one to behold. Far better than the one Ultron had made in Ultra City. They had taken the time to enjoy the sights a bit before coming to see Ozpin in person. The reason they had come to see him was because they believed he may be the one the God of Light told them to find when he had brought them to Remnant.

It wasn't long until the door dinged and thus the group of five or six if you count Qrow walked in. Once inside they saw Professor Ozpin standing there as Qrow looked to the Headmaster. "Here they are Oz… and here she is." Qrow said as he gestured to the Young Avengers and to Torunn.

"Welcome all of you… I've heard quiet the tales about you five." Ozpin said as he looked upon the children before him. "I was expecting you all to be a bit older." Ozpin said wondering how children so young could be so skilled in battle.

"Yes well your scout here hath informed us of you need of confirmation of something." Torunn said to which Ozpin noted how she had spoken. That form of communication was outdated for a very long time and he should know so either Torunn was something else or she came from a very old fashioned village.

"Yes of course." Ozpin said as he looked to Torunn before he began speaking. "Now tell me… Torunn was it?" He asked to which the Asgardian nodded in response. "Has any marks appeared on your body anything akin to your own crest like a tattoo?" Ozpin asked looking to her to which Torunn saw he wanted to confirm if she was a maiden or not.

"Nay nary that I hath bore witness to." Torunn responded to which Ozpin was intrigued now. He could already tell that Torunn was not a Maiden after all she would have shown the signs by now but just to be sure he needed one last proof.

"Can you use your powers not extremely mind you just enough to show me." Ozpins aid to which Torunn looked to her friends who either shrugged or nodded here.

Torunn then focused a bit and began to float in the air while Ozpin observed her. She summoned some lightning but nothing to major as Ozpin saw her eyes. They did not glow at all and he knew the telltale sign of a Maiden was the Eye Glow matching their eyes natural shade of colors.

"I see… then I apologize it seems you were a victim of mistaken identity." Ozpin said to which Qrow was surprised by this.

"Wait she's not a Maiden?!" He asked in shock before Ozpin responded.

"I am as surprised as you are Qrow but this girl is not one of the four." Ozpin said as he almost sighed in relief. But this also carried a sort of hope and dread for him as he knew magic was no longer in the possession of humanity since the Old Gods left Remnant. "But that still begs to question where or how you acquired your powers and skills." Ozpin said as James then spoke up.

"Yes well… we were asked by a Faunus with strange horns… to locate a very old wizard." James began while Ozpin was drinking his coffee. "And asked to aid him with his task and the Relics of Remnant when he called himself the… God of Light." James said causing Ozpin to go wide eyed and to Qrow's shock do a spit take of his coffee.

"Ok kid where did you hear about that?" Qrow demanded as he wanted answers and wanted them now.

"Qrow please." Ozpin said regaining himself after his out of character spit take just now.

"Oz." Qrow began but Ozpin cut him off.

"Please leave us for a moment if there is trouble I will inform you." Ozpins aid as Qrow sighed and took his leave keeping a close eye on the kids.

Once they were alone Ozpin sighed and spoke up. "How did you hear of this?" Ozpin asked to which James spoke up.

"The God of Light he asked us to come here and meet with you and well the story we're about to tell you is unbelievable but it's all true, Ozma." James said to which Ozpin knew James had a tale to tell.

"Then I am all ears." Ozpin said as he wanted answers for these young ones.

"We're not from Remnant… we come from a world called Earth and well our world has its own heroes and we just finished restarting the Age of Marvels." James said before he proceeded to tell Ozpin everything.

"See in our Parents time there was this idea… to bring together a group of remarkable individuals so when we needed them they can fight the battles we never could." James said quoting what Nick Fury had told Tony years ago.

"Yes and boy did it help because then there came a day a day unlike any other when Earths mightiest heroes found themselves united against a common foe." Azari continued as Ozpin listened intently.

"On that day the Avengers were born." Torunn said trying to keep the explanation brief.

"And well Remnant is going to need its own Avengers." James said before Ozpin asked a question.

"How so?" Ozpin asked before James sighed to this.

"Let me tell you about something called the Infinity Stones." James said before he began to go into detail on the Stones in question.

(Scene Break Vale 5 Days Later)

A man was sitting at a bar stool drinking some coffee as it was clear he was in a diner. It was clear he was trying not to be noticed as he checked his watch and nodded seeing he was still well below the levels for a possible incident. As he sat alone trying to enjoy the coffee he noticed his reflection and he was in dire need of a shave. But considering he had been on the run from those after… the other guy he didn't want to risk being spotted more than he had to.

Soon the door chime went off and someone came in and saw next to him. The man didn't dare take a look fearing the worst… but it appeared the woman recognized him. "Well Mr. Polendina you've seen better days." The woman said as the man looked and saw none other than Glynda Goodwitch from Beacon Academy. Also his old fire from back before… the accident.

"What are you doing here Glynda?" He asked knowing she tended to favor café's over diners save for the pies… unless.

"One… they have good pie here." Glynda began confirming the man's suspicion. "And two… Professor Ozpin has been trying to find you for months ever since the last incident." Glynda said knowing how the other guy caused a lot of damage.

"Glynda you don't seem to understand me taking a job at Beacon would cause mass damage dealing with kids at that level even in a combat school. I don't think I Can train them to handle what I have packing." The man said to which Glynda sighed a bit.

"Of course Forest." Glynda began knowing the name in itself was ironic due to Forest's green friend. "But things have changed I'm sure you've noticed the Grimm and Bandits have been targeting you more than normal." Glynda said as Forest knew that already. He's already had a few incident with the Hulk to get them both to safety. "Salem wants the Hulk and we need to keep her away from him." Glynda said knowing that if Salem got her hands of the Hulk she dared not think what could happen.

"So why Beacon? Going to lock me up in the vault or something?" Forest asked to which Glynda sighed.

"No Professor Ozpin has taken precautions and has secured you in a less strenuous position for your… temper." Glynda said sliding the file over to Forest on the job offer being given here. "Seeing as you are an actual doctor and are an expert in Gama Radiation… I just figured you'd want to stop running for a while." Glynda said as her pie was dropped off to go. "Please at least for the sake of what we once had, think about it." Glynda said knowing why he dumped her. He was afraid of hurting her by accident through the Hulk and Glynda doubt many would blame him.

Forest drank some of his coffee and looked to the file knowing Glynda and Ozpin were right… but was it safe for others to be around him or even be nearby.

(Scene Break Apartment)

"School! School! School!" Pym cheered while jumping on the bed in a room Ozpin had secured for them.

"Someone shut him up!" Azari complained as he tried to cover his ears in vain.

"Hey I've tried everything the kid is excited after all." Francis said as he was tinkering with one of his arrows. "Can't say I blame him he's going to school. How many schools were there back in Ultra City that was still intact and in use by human beings?" Francis asked as it was true none of them could blame the kid for being excited to go to school.

"Father if thou hears my prayers… I beseech thee give me the strength to smite Pym long enough for a moment of silence." Torunn prayed as her sword flew to her hand to which Pym went wide eyed.

"Ok shutting up now." Pym said knowing Torunn's sword would always return to her hand unless it's in the hands of another who was worthy of it.

"Thank God." Francis said with a flirting attitude torts Torunn who blushed a bit in response.

"Well now back to subject Ozpin or Ozma apparently trusts us though I still think he's hiding things." James said before Torunn chimed in.

"He is a wizard most ancient James due to the actions of this worlds God of Light." Torunn said knowing of Ozpin's reincarnation cycle.

When the Avengers had met with Ozpin they told him their tale and of the mission the God of Light had beseeched to them. The Avengers were needed since the Infinity Stones were being discovered though few unknowingly. They told him of their world and as far as he could see they were refugees in a sense of the word. Furthermore since they knew who he was he revealed parts of his story particularly the importance of the Relics. Yes the God of Light revealed to them of the judgement day should the Relics be gathered but not their individual abilities.

In return the Avengers told Ozpin of the Infinity Stones abilities so he could be on the lookout for them. Of course he was in shock to hear how these Stones when united made even the Gods quiver in fear and it was understandable. The Stones were made by an omnipotent being who predated the universe known only as 'The One,' and seeing as the six stones made up the fundamental aspects of the Universe that being Space, Time, Reality, Mind, Soul, and Power it was in good reason why the Gods brought in aid.

The children were of course told of the powers the Relics had… well he told them three of the four since the Relic of Choice has been difficult to acquire and further more difficult to use. The other three were straight forward the Lamp of Knowledge granted the user three questions with answers every thousands of years, the Staff of Creation can create almost anything within reason but some theorized it could create more, and the Sword of Destruction was exactly as the name implied it destroys everything it comes into contact with.

This of course revealing that the Relics are hidden in each of the Schools under heaviest of guard and despite their claims holding truth he still didn't fully trust them to reveal which school had what Relic. It was understandable seeing as the less people who knew this the better and they were the exception to the rule since the God of Light asked them to help.

But for now Ozpin made a request most odd. He knew they did not have a place to stay for the long term and had hoped that if they so choose to build the Avengers on Remnant that they would consider enrolling into Beacon. The request was odd and they knew it but considering it was a school designed to train Huntsmen and Huntresses to be the heroes Remnant needs they had an entire student body to pick candidates from. Plus seeing as he can pull strings to get them enrolled without question the Next Avengers knew they were set.

So they accepted his offer but seeing as three of them were underage he had each of them take a test of sorts. It wasn't much simply a written and practical test to see how far they were. The Written Test was simple enough seeing as they had burned through the library at the other village they stopped at. The Practical Test well they passed the written exam but the practical one was difficult as is with the Grimm. Simply put a small exercise to see if they were ready for Beacon's level of combat.

Needless to say the tests bore fruit and thus Ozpin gave them the ok for this. But he was more concerned over Pym seeing as he was the youngest and wouldn't fit in that well. But he had a plan that he simply told them the plan will be completed during the Beacon Initiation test. He gave them a hint and that was to make eye contact with each other.

After he set them up with an apartment the group had moved in to the apartment even if it's only for a short period of time. But like always James was never one who could sit still for long and do nothing. So James in his full gear got up and stretched a bit. "I'm going out." James said catching the others attention.

"What? Where are you going?" Azari asked looking to James.

"Get some fresh air I don't like being cooped up in here till 'school,' starts." James said as saying school was an odd thing for him as it made his nerves shiver in excitement.

"Very well but be sure to keep your 'Scroll,' with you. Ozpin hath provided us such expensive gear to help us adjust so be careful with it as well." Torunn said remembering how they were presented with the Scrolls.

When they made the comment on how those were some advance cellphones that Tony would probably create Ozpin explained that the name Scrolls was just a catchy name for them. And after he explained how they work the group was more than happy to take the gifts from Ozpin. "I got it mom." James teased to which Torunn huffed as she saw her brother walk out the door.

(Scene Break: From Dust Till Dawn)

Ruby Rose a girl with silver eyes and a red riding hood theme to her outfit. She had headphones on while she walked into the shop known as Dust Till Dawn causing the door chime to ring. "Oh hey Ruby what brings you here?" The man at the front desk asked as he was an odd one to say the least. He was an old gentleman with orange tinted glasses, a mustache, and just had this jolly nature to him.

"Oh hey Mr. Lee just hear for the latest issue of weapons magazine." Ruby said to the man before her while walking in.

"Should be in the back and I told you call me Stan." Stan said as Ruby smiled to the guy.

"Hey you didn't say it." Ruby said looking to him as the two smiled.

"Oh you mean." He began before they both spoke at the same time.

"Excelsior!" They both called out before sharing a small laugh.

Once there laugh was done Ruby went to the back of the store in all smiled as she grabbed the magazine. She then turned on hear headphones and began reading.

It wasn't long until James walked in and was met with the same man Ruby met. "Welcome kind of late coming here kid." Stan said noting James was around the same age as Ruby.

"Yeah well I had to get out of the apartment for a bit. Family and stuff." James said causing Stan to laugh a bit.

"Trust me kid we've all been there." Stan said as James began to look around the store. It was a good start to keep himself entertained but he had to get back to the others before bedtime. James noticed the Dust Crystals on display and knew how this was apparently their ammunition around here among other things. He also saw Dust that was in dust like form no doubt for other weapon types or to be used for other things.

So one half of the store was for Huntsman and from what he saw of the other half it was for teenagers and the like judging by the magazines and snack foods. James then shrugged a bit and went to the weapon side hoping to find something useful for himself or the others to use later if the need should ever arise.

But then the door open as a bell rang letting the old man know someone just came in and shock to see who it was a its was a man in a white coat, a bowl hat, and a cane in his hand. The person that the old man was looking at was Roman, one of the top criminals of the crime underworld, as behind him was a bunch of black suit henchmen.

James hidden in his spot saw the image on a reflective surface above and quickly acted natural by continuing his browsing acting unaware of the situation. He then carefully sent the message to his friends informing him of a crime going on.

Meanwhile Roman began to do what he came here to do while walking up to good old Stan Lee. "You know how hard it is to find a dust shop open this late?" Roman asked as one of the henchmen pointed a gun at the Stan's face as he raise his hand and said, "P-please, just take my lien and leave."

"Clam down, we don't want your money," Roman said as to reinsure he wasn't after that as he look to the guys in black and said, "Grab the dust."

Soon enough the guys in black went to the dispensers of dust, hook a container to them and drain them for all their worth. Another guy in black came up with a case and said, "Crystal. Burn. Uncut." Stan for both his safety and his two costumer's safety did what he was told while he reach down to the crystal dust and started to pull them out few at a time.

As one of the henchmen went to the other side for dust, he stop as he saw someone in the back. Ruby was reading magazines, and listening to music on her headset as she read. The thug pulled out a weapon and said, "Hand in the air where I can see them."

Ruby didn't move or really seem to be hearing him as the guy said, "Hey do you have a death wish I said hands in the air." Reaching over grab her shoulder and pull her out of her reading as she said, "Hu?"

The henchman saw the headset as he pointed at them, the girl understood and pull them down to hear what the man was saying as she said, "Yes?"

"I said, put your hands in the air, now!" the guy said to the red hooded girl as she asked, "Are you… robbing me?"

"Yes!" the guy was tired of saying it over, as the girl said, "Oh."

*Insert: This Will Be the Day

AS everyone was busy with the dust collecting as the there was a commotion in the back as someone went flying to the front of the shop.

Another Thug came in and pointed his gun at the girl as he want kidding. "Freeze!" He called as he pointed his weapon at the girl.

But then the guy was disarmed by a shield flying at him before ricocheted off the display case and to its throwers arms revealing it to be James. "Hey mind if I cut in?" James asked with a smirk on his face as soon guns were pointed at him and Ruby.

*Pause Music

(Outside)

*Continue Music

The window still was soon shattered as the thug was thrown out of it while both Ruby and James followed. The three Thugs looked out the window and saw the Ruby's weapon transform into a scythe before she spun it around and taking a battle stance. James followed suit by drawing Widow Magnum and taking his battle stance with both weapons in hand. Ruby then proceeded to turn off her headset so she wouldn't have to worry about the battery life for it.

*Ends song

"Ok..." The man said as he turned to his goon squad with an order for the dumbasses with no common sense. "Get her." He order before the three thugs left through the door to go after the duo.

James began as he began bashing his foes with his shield before kicking one of them down. He then shot at some of them making sure the bullets didn't cause major harm to them. He then transformed his gun into its sword form and began a sword with some of his foes. Ruby followed suit and used her scythes flat side to do none lethal take downs as she fired a few shots which were used to propel herself into a spin. Ruby used her semblance to avoid bullets from a goon while James threw his shield like a Frisbee and hit multiple goons at once while the shield ricocheted around.

James then caught the shield as he smirked at Roman Torchwick who was the last villain currently standing. Roman looked clearly annoyed and frustrated as he looked to his downed henchmen. "You were worth every cent. Truly, you were." He said with his voice dripping with heavy annoyed sarcasm.

"Well Reds White and Blue, I think we can all say it's been an eventful evening." He began as he dropped his cigar and used his cane to crush it all with sirens coming in closer. "And as much as I'd like to stick around…" He continued before lifting his cane forward like a gun. "I'm afraid this is where we part ways." He said as the bottom of his can opened up into a scope only for Roman to catch sight of an odd light. It then grabbed his cane and flipped it up just as he pulled the trigger. IT wasn't done as the bullet went to the sky and exploded up high while he was flipped over.

"We came as soon as we heard, James!" Pym called out returning to normal size after rejoining James.

"What more of you?" Roman asked while getting up before he saw a thunder like light.

"Yeah more of us." Azari said from behind Roman who was wide eyed at this.

Roman was sent flying out as he quickly regained his self and began dusting himself off from this. "Well time for plan be." Roman said before flipping the cane so the handle was pointed out and fired it off to a ladder nearby. He then reeled himself torts it and caught it before he began climbing.

But as Roman climbed up he soon saw Arrows hit either side of the ladder as he saw this. He looked to the direction it came from and saw Francis there smirking and waving at him before gesturing to the Arrows. The arrows in question then began to beep to which Roman quickened his paste. It was a good thing he did as one by one the arrows went off releasing a small firecracker like explosive that would have knocked Roman off the ladder if he didn't hurry.

"Will you be ok if we go after him?" Ruby asked as she had saw the criminal and now had help from these random kids.

The Oldman nodded as Ruby nodded before she went after Roman with James. Pym shrunk down and flew after Roman while Azari moved like a cat and took the lead in speed.

(With Roman)

Roman managed to make it to the top before sighing in relief at narrowly avoided the archer's arrows. But then thunder struck near him as he looked and saw Torunn had landed with her sword drawn. Roman noted that she looked way to much like a renaissance fair but the sword as it charged electricity showed she was both real and deadly here. Soon Azari jumped to the roof and took a cat like stance before Francis zip lined in with his arrows. Following them up was Pym all before Ruby and James had caught up to him.

All of them glared at the criminal in question ready to take him down as needed. "Hey!" Ruby called to the orange haired man as the orange haired man stopped knowing the girl wasn't going to give up.

"Persistent." Roman cursed while glaring at her.

"Surrender swine and we shall show you mercy!" Torunn called out pointing her sword at Roman.

"What is this you kids lost or something?" Roman asked as he had no idea who he was messing with.

"No we're just here to turn you in!" Azari called out glaring at Roman.

"Well that won't be happening anytime soon kiddies." Roman said for that was when engines were heard as from in front of the man a Bulwark appeared as it flew before the criminal as its side opened to let him in. The man climbed in as wind blew which caused those with flowing hair to be blown by it.

"End of the line, kids." Roman called out while he held a dust crystal in his hand no doubt from the robbery before throwing it to the ground before the group.

"Azari!" James ordered as Azari then grabbed the crystal before the man could fire at it. He then threw it before Francis came in.

"I got it!" Hawkeye called out as Francis then fired off an exploding arrow and thus when it hit the dust crystal. The explosion from both arrow and crystal managed to keep itself contained and thus caused as little damage as possible.

"Nice one Francis!" Pym praised while flying near the archer.

That was when a bolt of energy hit the Bulwark as the two looked and saw a woman dressed in her combat uniform wielding a riding crop. The woman then adjusted her glasses revealing herself to be Glynda before sending energy bolts at the vessel causing it to shake about as the criminal tried to hold on. He then began making his way to the cockpit as he needed their help.

(In the cockpit)

Roman arrived to see the woman was driving the vessel as she was veiled in darkness save for her topaz colored eyes. "We got a huntress." The criminal said before the woman unbuckled and ran out to deal with it herself.

(Outside)

"Torunn stop that ship from escaping!" James called out as Torunn nodded.

She then focused with her sword and thus thunder struck down on it before she released it at the airship. The Beacon Academy teacher was surprised at the amount of power Torunn was using before she unleashed her attack. The Bulwark was hit by a flurry of thunder strikes to it causing it damage as it tried to stay airborne somehow.

Glynda decided to give Torunn some aid and in turn used her riding crop sent a powerful bolt of energy to the sky above the bulwark causing storm clouds to gather. Once they gathered they began to hail large ice as the vessel was being stabbed by these sharp pieces of ice. The thunder followed the ice as it created a sort of thunder rod effect on the ship above.

"Azari get in there!" James called out as Azari nodded and ran torts him before using his shield as a spring board. Azari then extended Wakanda's claws and stabbed them into the ship to hold his position and hopefully bring the ship down. But then his heightened senses picked up on the sound of heeled footsteps coming his way. He then saw a woman appear wearing red whose face he could not see but it wasn't her clearly being the source of the heel clacking.

The woman then aimed her hand at Azari before he could react and blasted him off the ship as he cried out in pain. "Azari!" Torunn cried out before she flew torts him and managed to catch him in time.

"Pym go small and break those wires!" James called out as he took aim to give Pym cover with Hawkeye.

"Got it!" Pym called out and saluted before flying to the ship. But the woman saw the boy coming and fired bolts at him to try and keep him away.

"Short stuff can't get in close." Francis cursed just before he and James avoided fire sent there way.

"Look!" James called out as it was then that the duo noticed the ground was glowing before both reacted and jumped away to avoid the blast as did Ruby and Glynda. Glynda then began preparing her Semblance to form the shards of the ground to form a spear to attack the criminals.

The mysterious woman began firing fire bolts at them as Torunn then dropped off Azari to the ground with Francis. Torunn then charged in sword ready with her cape fluttering in the wind as Francis grinned at this.

"Take them down babe!" Francis called out.

The woman saw Torunn flying at her with a sword and just then Roman acted by turning the handle to cause bow the attack and Torunn to grace the back. But Torunn sword left a deep gash in the haul before she circled around ready to bring down the ship.

Glynda meanwhile focused her own power and made the shards circle around as Torunn worked in unison for it. But the mysterious woman used her magic at top power before releasing a powerful burst that sent Torunn to the ground hard enough to cause the roof to be wrecked a bit. Her sword landed not too far away as she tried to get back on her feet.

James and Ruby then began firing at the woman with their weapons in gun form but she managed to block each and every bullet with ease. The woman then proceeded to swipe her arms about in turn creating a screaming sound that was about to explode.

"Avengers scatter!" James ordered as everyone panicked and moved out of the way as fast as possible. The roof went up in an explosion as Azari had jumped away with his cat like reflexes followed by Pym shrinking and flying off again, then Torunn grabbing both Francis and James while flying avoiding the explosion.

Once the chaos died down Azari cursed a bit while Pym returned to normal size. "Well… that was a riot." Pym said scratching his head a bit at their terrible first impression.

"I concur." Torunn said reaching her hand out and allowing her sword to return to her waiting hand.

Ruby though was looking torts Glynda with stars in her eyes as she smiled to the professional Huntress who stood before her. "You're a huntress." She said with a smile as Glynda looked to young Ruby. "Can I have your autograph?" Ruby asked as she looked to Glynda who had different ideas right now.

(Later at the jail)

Ruby sat in an interrogation room as she had a guilty look on her face as the woman was lecturing Ruby. "I hope you know that your actions tonight will not be taken lightly young lady." The woman lectured as she passed back and forth behind Ruby. "You had put yourself and others in great danger." The woman said as Ruby looked.

"They started it and those other kids helped me out with them!" Ruby tried to defend her actions as she had yet to learn the Next Avengers names.

"Do not worry about them they will be dealt with accordingly." Glynda said as she glared down at Ruby. "Once they are dealt with they will sent home in a way I wish to send you home. With a pat on the back." The woman said as she stood in front of the door but still close to the table. Ruby had a good feeling she might get off scotch free before the woman turned to her from her tablet of sorts. "And a slap of the wrist!" She scolded as she slapped her riding crop onto the table catching Ruby off guard as she yelped and flinched to avoid said slap.

"But someone here who would like to meet you." She said before stepping to the side as from the dark door a man in a black and green vest base suit came in holding a cup of coffee in one hand and a plate full of cookies in the other. It was none other than Ozpin as he proceeded to enter the room.

"Ruby Rose." Ozpin greeted as he got closer look to Ruby with his black tinted glasses that were in front of his topaz eyes and silver hair which seemed to move every other time he moved his head. "You have silver eyes." He said as Ruby found that to be a strange thing to say to her.

"Um... Ok." Ruby said as she was confused as to what was going on.

"Anyway where did you learn to do this?" Ozpin asked as he motioned torts the screen which showed Ruby in action alongside the young Avengers battling Roman and his crew.

"Um... Signal Academy." Ruby said nervous a bit feeling she was being integrated as the man seemed to intimidate her.

Ozpin looks closely to Ruby to her reaction and question, "They taught you to use one of the most dangerous weapons ever designed?"

"Well, one teacher in particular," Ruby said didn't know telling the man that one person did than everyone else was a good thing or not as she didn't want to get anyone else in trouble or even lie about it, as she was raise like that.

"I see." the man said as he put down a plate of cookies in front of Ruby, and to first glance, her eyes sparkled a bit and was hesitating to grab one, as she did and ate it within a second, soon she took another, than another, and another until she was stuffing her face faster than you can say, 'Got milk?'

As the man saw how crazy ruby was eating the cookies, he wanted to get on tracked and said, "It's just I've only seen one other scythe-wielder of that skill before." Turning his head up as he remembers his past and said, "A dusty, old crow."

"Thash muh unkul!" Ruby said with her mouth full as the man raise an eyebrow to that as Ruby clear her mouth and said, "Sorry, that's my uncle Qrow. He's a teacher at signal!"

As the man took a sip of his coffee as he hear Ruby story as she went on as she said, "I was complete garbage before he took me under his wing, now I'm all like- Hoooaahh! Witchaaa!-"

Before ruby could go on, the man cut in and said, "So I noticed."

Putting down his cup of coffee and had his cane tapping the ground a bit before setting it still as he said, "Now what is an adorable girl such as yourself doing at a school designed to train warriors?"

"Well…" Ruby began to say as she was very hyper, trying keep it down as she said, "I want to be a huntress."

"You want to slay monsters." The Headmaster said as he looked to Ruby remembering another young Huntress much like Ruby was years before now.

"Yeah... I only have two more years of training at Signal and then I'm going to apply for beacon. My sister is starting there this year and she's trying to become a Huntress and I'm trying to become a Huntress because I want to help people, my parents have always taught us to help others so I thought might as well make a career out of it police are alright but Huntresses are so much more fun romantic and." She trailed off as she seem to be excited about it. "You know?" She asked as that was a long explanation.

Glynda was silent as Ozpin looked at her with his fingertips linked together. "Do you know who I am?" The man asked as Ruby nodded.

"Your professor Ozpin you're the headmaster of Beacon." Ruby said causing the now identified Ozpin to smirk in amusement.

"Hello." Ozpin said as Ruby smiled.

"Nice to meet you." Ruby greeted as Ozpin then cut to the chase.

"You want to come to my school?" He asked almost offered.

"More than anything." Ruby said as Ozpin the looked at the blond haired woman who looked the other way trying to stay out of this.

"Well ok." Ozpin said surprising Ruby.

(Scene Break Beacon Academy Transports)

Ruby was standing before a blond bomb shell of a girl as she was dressed similar to something out of a treasure movie mixed with an old western movie as she hugged Ruby. "Oh I can't believe my baby sister is going to beacon with me." The blond haired girl said as Ruby was being hugged by her. "This is the best day ever!" She called as she hugged tighter.

"Please stop." Ruby said as she stepped back from her sister.

"But I'm so proud of you." Yang said as on her wrists were bright yellow am bands made of metal do doubt her weapon.

"Really it was nothing." Ruby said as Yang had to disagree with Ruby on this.

"What do you mean, it was incredible! Everyone at Beacon is going to think you're the bee's knees." Yang said trying to get her sister to stop moping around.

"I don't want to be the 'bee's knees,' ok?! I don't wanna be any kind of knees! I just want to be a normal girl with normal knees." Ruby said as Yang sighed in response to her sister's nervousness.

"What's with you aren't you excited?!" Yang asked as her sister was going to Beacon she should be more happy.

"Of course I'm excited I just... I got moved ahead 2 years. I don't want people to think I'm special or anything." Ruby said as she looked down showing she was in fact nervous of being here. "Plus I had help from these other guys who did a real teamwork thing." Ruby said unaware they weren't alone on the transport right now.

"But you are special." Yang assured Ruby while she began to hug her younger sister. That was of course until a new yet familiar voice spoke up.

"Well I can't say many people can pull off what you did with or without help." Came the voice of James as Ruby and Yang looked and saw the Leader of the Next Avengers walking torts them alongside Pym.

"Plus she won't be the bee's knees I will." Pym said showing he was shorter then Ruby.

"Wait who's he?" Yang asked looking to the two.

"I'm Henry Pym Jr. but everyone called me Pym and well I'm the youngest student enrolled into Beacon." Pym said causing Yang to go wide eyed.

"How old are you?" Yang asked before Pym smirked.

"12." He said as Yang was wide eyed at this.

"Sorry Ruby." Yang confessed realizing Ruby wasn't the youngest.

"James Rodgers." James said catching the sister's attention.

"Huh?" Ruby asked looking to James with confusion as to why he would say that.

"James Rodgers… I never told you my name after the thing in Vale." James said looking to Ruby who nodded and smiled to the Avenger.

"Ruby Rose." Ruby introduced before Yang gushed in response.

"Oh look at you two getting along!" Yang gushed hugging the life out of her younger half-sister. After all it's not every day Ruby makes friends so easily like that.

"Please stop!" Ruby begged as James laughed a bit.

"Anyway shield boy and short stuff. I'm Yang Xiao Long, Ruby's older sister." Yang introduced as Pym had to admit yellow was an awesome color to wear about.

"Nice to meet you." James greeted as he smiled to Yang while Pym looked around a bit.

"Hey where did Azari, Francis, and Torunn go off to?" Pym asked wondering where the other Members were.

"Well last I saw them they boarded another ship." James said remembering the other members of their marry band of misfits.

(Meanwhile with the others)

"I said I was sorry." Francis said as he rubbed the sleep from his eyes a bit.

"Well considering the other night we got arrested and then you forgot to set up your alarm we almost missed the ship because of you." Azari said as Torunn let them argue.

"It was an accident I'm still figuring this thing out." Francis said holding out the Scroll. "Besides what are you worried for you can use your reflexes and jump your way to the airport while Pym can fly and Torunn there. All I have are bows and arrows to get me there." Francis argued as Torunn had to give him props there.

"What about James?" Torunn finally added in before Azari shrugged in response to this.

"That I'm not sure I mean his parents were super soldiers so hard to tell if he got powers y'know." Francis said as that was still an ongoing debate even before they were even born.

"No argument there." Azari agreed knowing he was still trying to figure out if James had and powers or not.

(Back in the other airship)

As everyone talked and mingled they all wondered what Beacon would be like and how they will be enjoying it. That was when the news turned on to show the man from the other night on screen. "The Robbery was led by nefarious criminal Roman Torchwick who continues to evade authorities." The news said as a mug shot of Roman was on screen. Sirius, Rachel, Yang and Ruby paid attention as the story continued. "If you have any information on his whereabouts please contact the Vale Police Department. Back to you Lisa." The news said before the anchorwoman appeared on screen.

"Thank you, Cyril. In other news this Saturdays Faunus Civil Rights protest turned dark when members of the white fang disrupted the ceremony." Lisa said as on the screen it showed the people protesting followed by the White Fangs symbol that was more of a red wolf with claw marks behind it as it didn't look in anyway white. "The once peaceful organization has now disrupted." The news continued before it was cut off and was replaced with a hologram of Glynda just as the group of four to the screen.

"Hello and welcome to Beacon." Glynda welcomed as Yang look.

"Who's that?" Yang asked as she didn't recognize her.

"My name is Glynda Goodwitch." Glynda introduced making Yang go "Oh." "You are among the privileged few who have received the honor of being selected to attend this prestigious Academy. Our world is experiencing an incredible time of peace and as future huntsman and huntresses it is your duty to uphold it. You have demonstrated the courage needed for such a task and now it is our duty to provide you with the knowledge and the training to protect our world." Glynda said as James smiled at this.

"Mom and dad would have loved this." James said wondering if they would even support a school meant to train heroes.

"They'd probably call it Avengers Academy." Pym joked as this got a laugh from James.

"Oh wow." Ruby said as she looked outside the window as did many other people in the airship. "Look you can see Signal from up here." Ruby said as she watched from the window.

"I guess home isn't too far after all." Ruby said as Yang then put an arm around Ruby's shoulder.

"Beacons are home now." Yang said with a smile as James and Pym walked up to them.

"Yeah I think we can get used to this place." James said as he looked out the window to see Vale not too far away.

Soon the group of four saw another person stumbling about as he held his mouth and stomach no doubt suffering from motion sickness. "Well I guess the view isn't for everyone." Yang said before Ruby spoke up.

"Well it was a nice moment while it lasted." Ruby admitted as James nodded in agreement.

"Verily." James said quoting Torunn and her odd speech patterns.

"I wonder who we're going to meet." Yang asked while looking to Ruby and her friends.

"Hey as long they don't vomit over us like vomit boy I think we can manage." Pym said as he looked to the two girls here.

Everything was peaceful at least until Ruby noticed something on Yang's shoes. "Oh, Yang, gross you have puke on your shoes!" Ruby called as Yang was shocked at this.

"Yuck!" Pym called out shrinking to his pixie size and flew away to avoid the vomit.

"Gross." Yang said and repeated as she tried to get the vomit off on something as she hoped around a bit.

"Get away get away! Get away from me!" Ruby repeated as she didn't want to be near puke.

"Back off now!" James added in with Ruby as he had his shield out to act as a buffer between himself and Yang.

(With Salem)

"Watts any news to report?" Salem asked as she looked to Watts who looked… bothered.

"Yes mistress but I regret to inform you it's not good news." Watts said before showing the information on the children she had requested.

Salem opened it and save for photos on recent exploits and what Cinder had managed to inform her there was nothing on them. "Are you sure this is accurate?" Salem asked looking to Watts.

"Of course mistress in fact the failed attack on that Village was the first anyone had ever seen of these children. No birth records, no information, not even fingerprints or criminal records could be found on them. It was as if they just appeared out of nowhere." Watts said to which Salem grew concerned by this.

"Yet the girl shows powers akin to a Maiden." Salem mused while thinking it over. These children were wild cards and if what Cinder added to this was true then Ozpin has those wild cards in his possession. Salem hated wildcards unless they were in her hands as she needed to go about this carefully.

"Watts inform Cinder to keep close tabs on those children." Salem said looking to Watts. "If they have no prior records then by all likely hood Ozpin will possibly use his own connections to make records for them as to not arouse suspicion on their appearance here. I want to know everything and anything she can find on them." Salem ordered but she wasn't done. "If that girl is a maiden that had managed to stay hidden for so long I want to know and if she is not then I Want her either on our side or dealt with." Salem ordered knowing Torunn was the strongest of the five and nothing short of the infamous Hulk could challenge her.

Salem was intrigued by Torunn and knew if she could acquire the girl for her side then she could deal a powerful blow against Ozpin. After all they were wild cards in the face of things and Salem wanted access to said wild card by any means necessary. But unaware to her she failed to count for things beyond any of their control… of things that will soon to come and show Salem the weapon the Gods fear most in the world.

(Meanwhile in a museum)

A display case showed a bladed staff inside as it seems to be good as new yet at the same time ancient as time itself. Upon its tip where the scepters crystal laid was glowing that unknown to many held a powerful item inside it. Things were about to change and with it the Avengers would be needed seeing as the Infinity Stones are coming into play soon real soon.

(In Ozpin's office)

Ozpin was facing Forest as the man put a resume and the job offer on the table before him. "I see you thought the offer over." Ozpin said as he was glad Forest would no longer run.

"Yes… and even though I'm sure you sent Glynda to do it your both right… someone is after the Hulk and if they get the Hulk… I don't think it could be stopped." Forest said knowing how powerful the Hulk can be and he dared not think of just HOW powerful the Hulk can possibly become.

"Very well you start as soon as possible when the year begins after initiation this year." Ozpin said while looking to Forest.

"I understand." Forest said knowing he will start as a teaching assistant here. "And… thank you." Forest said before taking his leave of the office as Ozpin had much to think about.

"I suppose that day is coming for Remnant a day unlike any other." Ozpin mused knowing how the origin story of how the Avengers came together and in a way he was reenacting it in Remnant. "Avengers Assemble." Ozpin mused as by tomorrow if all was right the Avengers would be assembled in Beacon Academy.

(TBC)

ESKK: Hey the chapter is finished and I hope you all enjoyed it. So before you leave please leave a review and as always ja-ne.


	4. Chapter 4 There was an Idea

Next Avengers Heroes of Remnant

ESKK: Well the next chapter is here let's begin Excelsior!

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Torunn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Torunn. Torunn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

(Start Beacon Academy Air Docks)

The Air Ships were coming in for a landing as once they were docked the vomiting boy was he first to come out and vomit into the nearby trashcan as next was James and Pym, who returned to his normal size, and finally was Ruby and Yang departing the airship.

"Wow this sight never ends does it?" Pym asked as he saw the school before him.

"Yeah way better then Ultra City right?" James joked wondering where Azari, Francis, and Torunn was.

Ruby was amazed by the sight of Beacon and they were just in the entrance yard. "Well sights in Vale has nothing on this." Yang said just as potential students and returning students passed them and Ruby saw the weapons they carried.

"Look that girl has classical staff." Ruby said before looking at another. "And that guy has a fire sword." Ruby said with a smile only for Yang to grab Ruby's hood.

"Easy there little sister there just weapons." Yang said assuring Ruby they weren't real people.

"Just weapons?! There an extension of ourselves a part of us oh there so cool!" Ruby gushed as James and Pym looked at her with concern.

"Here! Here!" Came Torunn's voice as the two saw and were met with Torunn.

"Oh you have a cool looking sword!" Ruby called out looking to Torunn.

"Hey Torunn." James greeted as Yang saw the two knew each other.

"Wow over compensating is your sister?" Yang asked to which Torun glared at her.

"Over compensating for what?" Torunn asked clearly not liking what Yang was implying.

"I mean the Gold armor and cape there… kind of seems presumptuous of you?" Yang asked to which Torunn was about ready to go off on Yang.

"I'll have you know that my Asgardian garb was a gift from my father as proof that I had faced my own humanity where others had failed and earned my place as a Warrior of Asgard." Torunn called out but then Yang smirked.

"Oh so gold armor from daddy man you must be loaded." Yang said unaware what she was messing with.

"The richest of Asgard know no bound no hold thy tongue before I remove it for, ye!" Torunn yelled but Yang smirked.

"Try it bet that sword isn't as heavy as it looks!" Yang yelled as Ruby realized where this was going.

"Very well come and try!" Torunn yelled before stabbing the sword into the ground.

"Oh boy." Pym said realizing where this was going.

"What?" Ruby asked confused as to what was going on.

"You'll see." James said as Yang smirked to this.

"To easy." Yang said but the minute her hand touched the handle Torunn smirked. Yang then pulled but the sword would not budge for her. "Huh?" Yang asked as she tried to pull it again which served to anger her. "Come on why won't, you budge!?" Yang struggled as Ruby was shocked by this.

"Wow." Ruby said never once seeing Yang struggle to lift something.

Soon Yang's eyes turned from violet to red as her hair began to flare out showing her semblance was being activated. The ground beneath Yang's feet began to break while she struggled to even attempt lifting the sword in question. Soon she reached that peak and roared out before her hands slipped off followed by her semblance blowing up around her. Yang got back on her feet and glared at the sword and the smirking Torunn.

"How can you lift that thing!?" Yang demanded as Torunn then began to walk to her sword.

"Simple answer." Torunn began before pulling her sword back out and swinging it with ease before sheathing it. "You're not worthy." Torunn taunted but before Yang could punch her James jumped in and blocked it with his shield Yang was shot back by her own attack due to the Vibranium in the shield.

"Calm down and cool down both of you!" James called out as things began to calm down.

"Nice trick goldilocks." Yang said as she smirked at Torunn.

"Aye but we can agree I'm stronger, goldilocks." Torunn replied before the two had a brother like handshake.

"In your dreams girl." Yang said as the two shook hands as it was clear what happened.

"Oh my god I think Torunn met another Torunn." Pym said as he knew once these two hit Beacon… it may end up with a higher expense for classroom repairs.

"Oh that's her name." Ruby said as she looked to Torunn noticing this. "Yeah she and Yang are gonna get along great. It's like Yang met Yang." Ruby said with a big smile on her face as James and Pym were both afraid of them getting along.

"I'm scared." Pym confessed as Ruby was confused how these two meeting would be a bad thing for everyone involved.

"So… why do you like weapons so much?" James asked as Ruby looked to him as Yang and Torunn were having some kind of sister bonding moment right about now.

"It's like meeting new people… but better." Ruby said but James then gave her a playful look.

"So I'm guessing you didn't like meeting me and some of my friends." James teased a bit before Pym joined in.

"I'm hurt." Pym said while play pouting causing Ruby to go wide eyed at this.

"Wait I didn't mean it like that. I mean it's like your meeting the person who made the weapon through said weapon. I mean it's an extension of yourself and designed after you." Ruby said before James gave one a go.

"Then Widow Magnum and Star Shield say hi to Ruby and tell them all about myself and my dad." James said as Ruby was now blushing in embarrassment.

"Yang can you stop flirting with Torunn and helm me out a bit… meeting new people sucks." Ruby complained but then Yang and Torunn pulled a fast one.

"Well actually, I'm going to introduce Torunn to my friends who are here then meet her other friends. Gotta go catch up and introduce. 'Kay, see ya, bye!" Yang said in a blur as she and Torunn went off with Yang's friends to do the whole meet and greet as they passed by Ruby and the two Avengers causing them to spin out.

Ruby got dizzy-eyes as she said, "Wait, where are you going?! Are we supposed to go to our dorms? Where are our dorms? Do we have dorms? I don't know what I'm doing." and with that Ruby fell over backwards before Rey could catch her as she landed in a set of luggage which was followed by someone yelling, "What are you doing?!"

Ruby got up and was shocked she knocked over a crabby looking girl in white's luggage. James of course kept his footing and managed to grab Pym before he fell but the damage was already done. "Uh, sorry." Ruby apologized as she looked at her screw up.

"Sorry? Do you have any idea the damage you could've caused?" The girl asked revealing it to be Weiss.

But then Ruby realized who Weiss was as she then had a fangirl scream causing Weiss to be shocked. "Oh my god your Weiss Schnee AKA Ironheart!" Ruby called out as Weiss was in shock but began to calm down as Ruby quickly took out her scroll. "What did you use to make the Ironheart armor? Is it true when they say the Mk. 1 armor was made welding and putting together random junk that you then used to escape the White Fang?! Also how many armors DO you have?!" Ruby fired off questions left and right as Weiss tried to keep up but then began to calm down.

'Iron Heart?' James and Pym both wondered as they remembered Tony and from what they were hearing Weiss and Tony shared a similar Origin Story.

"Um well… I can't give you exact details but after the Mk.1 and Mk.2 armors I started using an iron like alloy that to handle an icing problem I had when going upper orbit. Though I won't reveal much on it the fact is thanks to this action I had hatched a few ideas with General Ironwood to start mass upgrades to the CCT Towers." Weiss said almost boasting about this achievement. "No spoilers but let's just say we've been working on a little project that could make the CCT Towers a thing of the past." Weiss boasted as James and Pym heard this.

"Sounds like she's talking about a Satellite." Pym whispered when she heard Weiss boastfulness about her achievements thus far before Ruby noticed the briefcase she was holding.

"Oh is that one of the armors?" Ruby asked looking at the case in question as Weiss looked.

"Oh this… well for the time being it's a surprise." Weiss countered but Ruby had one more question on her long list of Ironheart questions.

"Is it true Atlas and your 'brother,' tried to take your Ironheart Armor using legal means and you basically ousted the White Fang, and other criminal groups trying to mimic the Ironheart armor with your brother being chief among them." Ruby asked as she wanted to see the good in people but Whitely was making that debatable to which Weiss sighed.

"Regrettably yes. In fact I've had to deal with my brother trying 24/7 to steal my armor specs that I had to transfer all the data to a different server altogether." Weiss said happy to meet a fan.

"Awesome… oh by the way!" Ruby called out before going into her bag and pulling out papers and stuff. "I know it's not much or even worth your time but I had these ideas for your armor please take them!" Ruby called out as Weiss sighed and took them and actually was surprised when she saw them.

"Wow… I have to admit… these are some well-designed and thought out armor ideas." Weiss said taking note of each of them. "Wait what's this one?" She asked looking at an image of an armor fighting a crazed Yang.

"Um the um Yang-Buster I had the idea when I was having a, um tantrum when I couldn't beat my elder sister Yang in a spar." Ruby confessed as Weiss looked it over.

"Your sister can absorb attacks made on her and use it to fuel her semblance so the more she takes damage the stronger she gets." Weiss summarize while reading the specks. "This armor idea uses that by absorbing kinetic attacks to charge up the power and systems and in turn redirect's the force back at the attacker which would be your sister Yang hence the name Yang-Buster." Weiss said to which Ruby smiled at this. "Question are you by chance available to meet later you really have some well thought out ideas especially this one." Weiss said gesturing to what James and Pym saw as roller-skates for the armor.

"Weiss." Came a new voice as Ruby and Weiss looked and saw Blake walking up to them.

"Oh Blake hey." Weiss greeted remembering the Faunus Girl who went traitor on the White Fang. "How is… how is he doing?" Weiss asked referring to Adam.

"Well the strings you pulled helped… but he didn't take the plea even when I tried to talk him into it… last I heard it's a debate whether to put him in an asylum or in prison." Blake said knowing Adam was in deep trouble and he won't accept anyone's help even the Lawyer Weiss got him.

"I'm sorry I did the best I could but." Weiss began but Blake turned her head.

"No its ok I have to accept he may be too far gone." Blake confirmed as Weiss nodded.

"Um… what?" Ruby asked as James saw this with Pym.

"Oh sorry I need to leave now but hopefully we can talk later these designs can really help me later." Weiss said as Ruby nodded to this.

"Ok best friend!" Ruby called out as Weiss took her leave. "Best first day EVER!" Ruby cheered as James smiled a bit.

"Glad you're enjoying it then." James said as he was having a good time himself.

Ruby then turned to the other girl before she started speaking. "So what's." Ruby began but the black haired girl was already walking away.

Ruby's mood then changed as James saw this as did Pym. "Jeez mood went down to depressing real fast. And I thought only I had that power." Pym said whole looking to James.

Ruby then fell to her knees and onto her back as she looked at the sky. "Welcome to Beacon." She said as things were catching up to her. James of course responded by sitting next to her and grabbing blades of grass and started dropping them on her face as Ruby got the joke there. That was when a shadow came over her as she looked and saw the blond haired guy from before but now Ruby saw his eye color which was blue as he put hand to her.

"Hey... I'm Jaune." He said as Ruby got up and took his hand.

"Ruby." She introduced as she took his hand and was helped up.

"James." James said as he got back up before Pym shrunk down and went to Jaune's face.

"I'm Pym." Pym greeted while surprising Jaune a bit but miraculously managed to keep his footing.

That was when Ruby realized something. "Aren't you the guy who threw up on the ship?" Ruby asked as she and Rey both remembered that guys from before.

(Later)

James, Pym, Ruby, and Jaune were walking through the academy together as Jaune was trying to explain the vomiting. "All I'm saying is motion sickness is a much more common problem then people let on." Jaune said as Ruby looked with an apologetic look.

"Sorry vomit boy was the first thing that came to mind." Ruby said as the two walked down the stone path.

"Hey be glad it didn't go the other way." James joked as Jaune rolled his eyes a bit.

"Oh hah-hah very funny." Jaune said but he was grateful it wasn't diarrhea otherwise he would never be able to show his face in Beacon ever again. "Anyway my name is Jaune Arc. It's short, sweet, and rolls off the tongue as girls love it that way." Jaune said his name as he was proud of it.

"Do they?" Ruby asked with Jaune slump down and said, "They will well at least I hope they will." Ruby giggle at that, as the two keep on walking down the path.

"I mean, my mom always says that... never mind." Jaune said as they continued walking.

After like 5 minutes of silence things were getting awkward fast, so Ruby thought she would try something as she pulls out her weapon, Crescent Rose, and said, "So…um, I got this thing."

As her weapon in compacted mode, change into a scythe mode, to every part of it was custom made, as Jaune stare in awe at it as he asked, "Is- is that a scythe?"

"Ah-hu, it's also Customizable, high impacted sniper rifle," Ruby said as she change it to sniper mode as she gave a cock to it.

"Ah what?" Jaune asked as he was lost there.

"It's also a gun." Ruby said after cocking the weapon.

"Oh... that's cool." Jaune said as he liked it as soon eyes were on James.

"Well I got this shield." James said pulling out the Vibranium shield AKA the Star Spangled Shield.

"Oh what does it do?" Ruby asked before James smirked and threw it like a Frisbee again seeing it ricocheted off the trees and back to his waiting arms.

"Does that answer your question?" James asked as Ruby was star eyed at it.

"Yeah it's made of a metal that absorbs vibrations and kinetic force allowing it to pull that move off." Pym said before James showed off the Widow Magnum.

"And I have this weapon I call it Widow Magnum." James said as Ruby saw the weapon in question.

"Cool what does it do?" Ruby asked before it extended into a sword.

"Nice." Jaune said before eyes ended up on Pym.

"What?" Pym asked as the bee themed boy was confused.

"What you packing?" Ruby asked to which Pym then realized where this was going and shrunk down.

"Wow." Ruby said before Jaune yelped as Pym stung him with his stingers.

"Yeah I got stingers the power of it varies on my size. But my size doesn't tamper with my density so right now I have the density of a bullet as so." Pym said before he grabbed Jaune's finger and to his shock he was flipped over by Pym.

"Why me?!" Jaune called from the ground before he began to get back up.

"You were just there and available." Pym said while he returned to his normal size.

"Pym." James scolded as Pym then got the guilty look like a parent scolding there kids.

"Sorry." Pym said as Jaune was back on his feet.

Soon Ruby, James, and Pym looked over to Jaune as he knew he was next now. "What do you have?" Ruby asked as she was curious to see what Jaune was packing for some weapons and wondering how it compares to the other three.

"Ah… I have a sword," Jaune as he pull out his weapon and it was just a plain old sword that have seen better days.

"Ooooh." Ruby said impressed before Jaune took the sheath.

"Got a shield too." Jaune said as when he too pressed a button it extended into a shield.

"Cool what does it do?" Ruby asked as she touched it on the button causing it to fall out of Jaune's hand before shrinking to its sheath form but he was fumbling with it as it shifted between sword and shield before he finally grabbed it as its shield before turning it to it sheath.

"Well he shield gets smaller." He began while he turned the shield into a sheath. "So when I get tired of carrying it I can just put it away." Jaune said as Ruby looked.

"But wouldn't it weight the same?" Ruby asked as Jaune slumped down to this.

"Yeah it does." He said as Ruby laughed a bit at Jaune's response

"I guess I a dork when it comes to weapon I did go a little overboard when designing it." Ruby said as Jaune was shocked.

"Wait you made it?" Jaune asked as Ruby smiled.

"Of course all students at Signal forge their own weapons." Ruby said as she looked at Jaune. "Didn't you make yours?" Ruby asked confused.

"It's a hand-me-down my great, great grandfather used it to fight in the war." Jaune said as Ruby had a joke.

"Sounds more like a family heirloom to me." Ruby said before seeing the look on Jaune's face and saw it had sentimental meaning to him. "Well I like it not many people have an appreciation for the classics these days." Ruby said as she put her weapon away.

"Yeah the classics." Jaune said sadly as it seems he was hiding something.

"So why did you help me out back there?" Ruby asked as Jaune looked to her and shrugged a bit.

"Eh why not my mom always said strangers are friends you haven't met yet." Jaune said with a shrug as Ruby nodded smiling happy that someone wanted to be friends with her here.

"Hey um sorry to interrupt but… does anyone know where we're going?" Pym asked as he looked around noticing they were alone right now.

"Wait I was just following Ruby on this one." James confessed as Ruby was just as lost here also.

"Not a clue. Do you know?" Ruby asked as she looked to Jaune as she wanted some answers as well.

"Oh I don't know I was following you." Jaune said as that left one thought in both their heads. "Do you think there might me a directory, or a food court, or even a recognizable landmark?" Jaune asked as Ruby giggled. "Is that a no?" Jaune asked as Ruby looked.

"That's a no." Ruby said as it was official they were lost.

(Scene Break Forest)

Forest had his office and classroom set up and was grateful to be given a less frustrating class to teach. Now while Peter was the teacher in tactics and Oobleck was teaching history Forest was given a more first aid sort of class. Forest was basically teaching the weapon maintenance class seeing as this would help keep the other guy at bay he was grateful for it. Sure he doubled as Beacon on hand 'nurse,' and did a tad bit of ground keeping for his Zen it was a pretty good spot. Plus since Ozpin was paying him if he had to book it and run he can at least have funds.

"Forest." Glynda was heard as she walked in while Forest was not surprised.

"Hello Glynda." Forest greeted while looking to his old flame.

"I assume your adjusting well here." Glynda said remembering why Forest had basically dumped her.

"Yeah… no incidents so no Hulk." Forest responded as he finished the last of his set up.

"Did you look back?" Glynda asked out of nowhere getting Forest attention.

"Huh?" He asked confused by this.

"When we broke up… did you look back?" Glynda asked as Forest saw there was no walking away.

"I… I did." Forest said before he continued. "And as much as I'd like to we can't be you know… with the Hulk inside me I have to do everything I can to keep the Hulk locked away." Forest said making sacrifices for the sake of others. The Hulk was far too unpredictable to be allowed to roam freely.

"I see… thank you for your time." Glynda said before she began to walk away… but as she did Forest against his better judgment took a glance torts her and saw the way she walked. It seemed she still had feelings for him… and Forest shared them as well. But it wouldn't work for either of them he didn't want to put her in danger every day of her life fearing he may lose control and the Hulk would come out. He had seen the damage the Hulk caused and the fact he was a Gama radiated Grimm Magnet the Hulk was better off locked away if not completely destroyed.

"I'm sorry." Forest said knowing the Hulk… had to be locked away and in turn Forest had to live his life… alone and isolated from others for their own safety.

(Later Back with the Others)

The Group arrived at what looked like auditorium as Ruby looked around. "Hey Ruby I saved you a spot!" Yang called as Ruby looked to Jaune.

"Hey I got to go catch up with my sister see ya." Ruby said before she left to go join her elder half-sister Yang.

"Wait." Jaune called trying to stop her. "Great where am I supposed to find a quirky girl to talk to?" Jaune asked as he walked away to reveal a red headed woman dressed in light battle armor like a Greek Warrior.

"Hey James! Pym! Over here!" Azari called from another location as the two saw this and saw he was with Francis and Torunn.

"Oh there's our friends." Pym said as he then shrunk down and flew over to them.

"We'll see you later Jaune." James said taking his leave of Jaune.

"Wait come on!" Jaune called out as he was left alone before sulking off to be by himself.

(With Ruby)

Meanwhile Ruby and Yang met back up as they sat together as sisters. "How's your first day going, little sister?" Yang asked as she looked to her younger sister.

"You mean since you ditched me?!" Ruby began with an accusing tone torts Yang. "Awesome! I met Ironheart!" Ruby called out as she grinned to her sister.

"No way!" Yang called out before Ruby nodded.

"Yeap I didn't get a picture with her but she started out crabby when I fell into her stuff and when I realized who she was she got nice fast. Then I showed her some suit designs and she said they were good ideas!" Ruby called out as Yang didn't believe it even if it was her sister.

"Are you trying to pull my leg?" Yang asked as she smirked at the young Huntress.

"As if! I didn't get to see her armor but she's like my BFF now." Ruby boasted not realizing Weiss was standing right behind her.

"You!" Weiss began as Ruby once more fangirl squealed.

"Weiss!" She cheered as Weiss then passed over the papers Ruby had given her before. "Huh?" Ruby asked before Weiss spoke up.

"Already made digital copies of those and already sent them to my AI butler to start constructing them. I figured you'd want the hard copies back." Weiss said passing the papers over to Ruby making sure to keep the 'Yang-Buster,' armor from the top.

"Oh thank you!" Ruby cheered as Weiss smiled a bit before Yang came in.

"He can we see you in your armor?!" Yang asked wanting to see the Ironheart Armor in action.

"Maybe during initiation." Weiss said as she'd rather not bring the armor in just for show. The Last time she did that was during the previous Schnee Dust Corporation science expo this year.

"Dammit." Yang cursed unaware that Weiss was making an armor to counter her back at her lab.

(With the Avengers)

"So how's the first day going?" Francis said as he looked over to James and Pym.

"Pretty good surprisingly." James said as he looked to their Teams Hawkeye. "What about you guys?" James asked before Francis pointed his thumb to some girls and looked to them.

"Hey." Francis said causing the girls to swoon at the blond haired bad boy.

"Um why are they doing that?" Pym asked to which James sighed.

"When you're older." James said knowing Pym didn't have to worry about that right now till much later.

"Well Yang and her cohorts hath proven to be excellent company to have around." Torunn said as she looked to James and Pym before eyes fell to Azari.

"I bonded with the Faunus here." Azari said as he looked to his friends and teammates here.

"Don't go furry on us then Azari." Francis joked to which Azari rolled his eyes in response to Francis' joke.

"Anyway guys remember when the God of Light told us about Ironheart?" James asked as the group nodded in response. "We found her." James said as the group was shocked knowing this meant that all that was needed was the Hulk and they'd have the Avengers Assembled.

But soon enough as everyone face the stage, as the two sister and four guys looked and listen as Ozpin said to everyone, "You have traveled here today in search of knowledge, to hone your craft and acquire new skills, and when you have finished, you plan to dedicate your life to the protection of the people, and for the few others to find themselves of where they stand. But I look amongst you, and all I see is wasted energy, in need of purpose, direction, and others discipline."

Students started whisper among themselves as they wonder what Ozpin is meaning as it seem to be almost in riddles as he went on saying, "You assume knowledge will free you of this, but your time at this school will prove that knowledge can only carry you so far or keep you standing for so long. It is up to you to take the first step, and that first step begins with you."

Ozpin look to the Next Avengers as it seems somewhat of what he said is meant for them. Ozpin left the mic and Glynda took over as she announce, "You will gather in the ballroom tonight; tomorrow, your initiation begins. Be ready. You are dismissed."

"Well that was… ominous." Francis said as he looked to his friends.

"Yeah it seemed like he wasn't fully there." Azari said as he saw his friends agreed with him here.

But before anything else could be said Jaune appeared as he looked torts Torunn. "You know I'm a natural Blond." Jaune said as Francis stepped back knowing Torun had this.

The Asgardian then proceeded to punch Jaune, square in the face causing him to spin a bit before he fell down possible knocked out.

(Back with Ruby and the others)

Yang looked to the group and share a thought as she said, "He seemed kind of... off."

"It's almost like he wasn't even there," Ruby said as well as did the other guys thought the same thing. It appeared that the Avengers weren't alone in such thought to which Weiss made a mental note to do a background check on Ozpin when she got the chance.

She then looked over to Torunn just as she punched Jaune to which Weiss rolled her eyes and walked away to where she loaded her spar Ironheart armor.

(Scene Break that Night Ball Room)

Ruby was writing her letters to her friends back at Signal as soon Yang was heard. "It's like a big Slumber party!" Yang called jumping down next to Ruby.

"I don't think dad would approve of all the boys, though." Ruby said as she looked around.

"I know I do." Yang said as she purred at the strong boys walking around. Her eyes then fell to James who was in plain Pajama's before eyes caught Francis as he walked around shirtless heading to his sleeping bag. But her fun ended just as Jaune walked by in an onesies set as Yang had cringed at first but then looked to Ruby.

"What's that?" Yang asked her younger half-sister.

"A letter to the gang back at Signal. I promised to tell them all about Beacon and how things are going," Ruby said as she does got friends with her at beacon, but leaving a lot of them behind at Signal and didn't want to leave out of touch with them.

Yang smile as she said, "That so cuuuute!" Then suddenly she got hit by a pillow thrown from Ruby as she said to her sister, "Shut up! I didn't get to take my friends with me to school! It's weird not knowing anyone."

"What about Jaune? He's... nice!" Yang offered as Aster was nearby writing his own journal as he got ready to sleep. "There you go! Plus one friend! That's a 100 percent increase." Yang praised as Ruby then shifted to her back. "Plus we got Torunn, James, and Pym to boot 3 more friends a grand total of 400%." Yang cheered trying to get Ruby to cheer up about this.

"Look, its only be one day. Trust me, you've got friends all around you. You just haven't met them yet." Yang offered as she tried to cheer Ruby up but she then turned away as she was about to try to sleep when she heard a match being lit and looked and in turn saw Blake as she was reading.

"It's that girl." Ruby said as she remembered how Blake and Weiss talked earlier today.

"You know them?" Yang asked as she looked to her sister.

"Not really but she and Weiss seem to know each other. But she left before I could say anything to her" Ruby said wondering what that was all about.

"Well, now's your chance." Yang said as she then grabbed Ruby by the hand dragging her over to Blake much to Ruby's shock.

"Hey, wait! What are you doing?!" Ruby asked in shock as she was being dragged by Yang.

(With Blake)

Meanwhile Blake saw the approaching duo as Yang smiled at her while walking torts them. "Helloooooo!" Yang greeted in a sing-song voice as she looked to the Faunus girl. "I believe you two may know each other." Yang offered as Blake saw her.

"Aren't you that girl that had a fangirl moment around Weiss Schnee?" Blake asked as she looked to Ruby.

But Ruby then proceeded with the conversation knowing it was purpose to make new friends. "My name's Ruby." Ruby introduced herself as Blake didn't really care at the moment.

"Ok." Blake answered as she just kept reading her book before bed.

"So what are your names?" Yang asked hoping to get the ball rolling for Ruby.

"Blake." The hidden Faunus introduced as she kept reading her book.

"Well, Blake, I'm Yang. Ruby's older sister" Yang introduced as she pointed her thumb to herself. "I like your bow." Yang said looking to Blake who was starting to get annoyed by Yang.

"Thanks." Blake responded to Yang hoping she would go away already.

"It goes great with your… pajamas." Yang said as she looked to Blake trying to offer her the hand of friendship.

"Right…" Blake said as they began to see this may be a lost cause.

"Nice night, don't you think." Yang offered not being one to give up so easily.

"Yes. It's lovely. Almost as lovely as this book…" Blake began as she looked to the smiling trio. "That I will continue to read…" She continued as they were still there. "As soon as you leave." Blake said as she began to get back to her reading material.

"Yeah this girl is a lost cause let go Ruby." Yang said before Ruby spoke up seeing something she could use to make Blake into her friend.

"What's it about?" Ruby asked as she looked to Blake.

"Huh?" She asked as Ruby continued to clarify what she meant.

"The book what is it about? Does it have a name?" Ruby asked as the Faunus girl looked to Ruby in shock and surprise.

"Well it's about a man with two souls, each fighting for control of his body." Blake said as she looked to the duo as Ruby listened with Yang caught in the middle of it.

"Oh yeah that's real lovely." Yang said as she wasn't a major fan of books as Ruby walked forward.

"I love books, Yang use to read to me every night before bed stories of heroes saving people, there one of the reasons I want to be a huntress." Ruby explained as the girl was amused in a good way.

"And why's that, hoping you will live happily ever after?" The girl asked as Ruby smiled.

I'm hoping we all will. As a girl I wanted to be just like those heroes in the books, someone who fought for what was right and protected people who couldn't protect themselves." Ruby explained as the girl lowered her book and looked at Ruby.

"That's very ambitious for a child unfortunately the real world isn't the same as a fairy tale." Blake said before Ruby spoke up again.

"That's why we're all here to make the world a little better." Ruby said as she smiled a bit wanting to do just that.

"Oh I'm so proud of my baby sister." Yang said while hugging her sister.

"Hey cut it out." Ruby said as smoke picked up from a fight as cats were heard.

"Ruby and Yang it's a pleasure to." Blake began before Weiss appeared.

"What is going on over here don't you realize some of us are trying to sleep?!" Weiss scolded as she was dressed in her night gown as the Arc Reactor on her chest glowed through the fabric.

"Yang shush she's right people are trying to sleep." Ruby said as she looked to her sister.

"At least someone is listening." Weiss said as she looked over to Ruby.

"What about me?!" Yang asked as it began to devolve into an argument.

"I barely even know either of you. I only know Ruby a bit more because of the armor designs she had." Weiss said as it seems Yang was the target of Weiss ere now.

"Hey I'm trying to be nice here!" Yang countered before Weiss spoke up.

"Then be nice and go to sleep!" Weiss argued before Flint was heard.

"Hey would you all go to sleep before you keep the entire room up all night?!" Francis called out looked over to the trio.

(Back with Avengers)

Azari had set up a hammock for, himself was James set up his alarm clock for the morning wake up call. "James you still can't get up on your own?" Azari asked seeing this.

"Hey habits like that die hard." James argued a bit looking to his friend.

"Wouldn't blame him can you imagine what I'd had done to have a chance to do that while under Ultron's rule?" Francis asked remembering the killer robot Tony had created and the world it had created that killed off all of the original Avengers members.

"So any ideas how to locate the Infinity Stones?" Torunn asked looking to James.

"I'm working on something but it's hard since these things could be anywhere on Remnant and beyond." Pym said knowing it would be like finding a needle in a haystack considering the Dust Crystals out there.

"We'll have to try our best then but we still don't know if it's Thanos who's getting the Stones or someone else completely." James said knowing how locating the Infinity Stones could become difficult fast.

"And if it is someone or something else then we'll need to be ready for what they may try to use." Azari added knowing the Danger the Infinity Stones poses if held in the hands of someone similar to Thanos.

"But can we pull it off?" Pym asked knowing the stories and rather not take on someone like Thanos in his lifetime.

"We'll have to… because if we don't then everyone is gone." James said knowing full well that they had to succeed less they find themselves facing the possible end of life on Remnant.

"Look let's just hit the hay I'm tired and we need to get up early tomorrow." Francis said knowing full well that the initiation was tomorrow morning.

"Agreed." Torunn said as she went to her own sleeping bag as they all needed there rest now.

But unaware to them evil forces were moving in the shadows outside anyone's notice.

(Scene Break Atlas Schnee Estate)

Whitely had managed to break into Weiss's workshop using less then legal means but it was worth the profit. But when he got inside needless to say he was quiet peeved. Apparently his sister had the foresight to clear her workshop of her armors and wipe the drives clean while transferring the armor data's to another serve altogether. All this struggle and it was for nothing he couldn't comprehend how his sister had been 5 steps ahead of him every time.

Whitely was alone so he did the one thing he knew he could do without being judged for it. He roared in pure rage at how he was ousted by his sister of all people. How could she run the Schnee name through the mud as she has?! Their father was a great man and she refused to see that. The Ironheart armor and the Ironmonger armor would have placed Atlas as the supreme military superpower since the Great War. But instead she, hordes her armor designs and goes as far as to use it to help others with no financial gain.

The Faunus and the White Fang were responsible for this. They brainwashed her away from their father's ways and what was worst she even sympathized with those animals. James and Winter were moronic fools for not forcing Weiss to surrender the armor designs and now here he was scrounging around his elder sisters left overs like some sort of runt or rodent. He then roared out and tossed down a machine and from it he saw something. In the mass on the floor he saw that his sister had left behind one of her unfinished works.

Whitely walked over to it and moved the papers and saw it was the Armor Specs. For the Mk. 3 armor. This was the Armor that began Weiss's career as Ironheart and in turn began her personal line of Ironheart armors. He then took the speck and put it on an empty desk and grab some pens and papers. He smirked a bit before he began drawing on it some 'modifications,' to the suit. Using the Mk.3 as a basis he began changing a few things mainly size and appearance. Once he was done he crossed out Ironheart Mk.3 and put a new name in.

"Titanium Man." Whitely said as he knew Weiss got sloppy a bit thinking, she one upped him. His access to Nicholas Schnee's Ark Reactor project which began Weiss's project may be denied… but it's a wonder what one can do when asking the right people.

He took the specs and knew exactly who to call on such a matter as he knew this man had been hounding for the armor for some time now. He took out his scroll and dialed the number before he got an answer. "Mr. Watts… I got good news… and bad news… bad news Weiss took the specs with her… but the good news is she left some behind." He began as Watts chuckled on his end. "I will say that with your aid and the aid of your 'benefactors,' that Project Titanium is a go with only one stipulation… I get to wear the suit." Whitely said while walking away as here would be the birth of Titanium-Man.

If he couldn't beat Weiss in corporate then he will beat her at her own game. Fight fire with fire or in this case metal with metal. So he will be the one to fight his sister head on her obsolete Iron vs his Titanium of the future.

(Watts)

Watts sat in his office already compiling the files on the children as gathered. So far they each proved to be anomalies in Remnant and he has taken into consideration at how unlikely it may be they may in fact be from beyond Remnant. Factoring this in Torunn may not even be a Maiden and if this is the case that means she would prove to be the biggest of threats to the mistress.

Weiss Schnee AKA Ironheart has also proven to be a nuisance with the fact she had upgraded the CCT's firewalls Watts had to work around the clock to build a whole new virus to hack into the CCT Towers before the Vytal Festival. The girl was smart so he was lucky to have enlisted the help of someone on the inside. Speaking of thanks to him he can now properly build a countermeasure to Ironheart which as ironic as it's named was called Titanium-Man. But at the moment Adam played a key role in there plans to divide the Kingdoms and thanks to Ironhearts actions Adam is locked up somewhere in a prison pending his trial.

The Faunus support the White Fang had once possesses had been dwindling thanks to Weiss Schnee's actions as Ironheart and with her mother acting in her stead the Faunus were getting the rewards they had worked hard for. IT was made worse when Weiss had begun going to Dust mines with the workers and thanks to her failed abduction by the White Fang it seems she now had a security detail around the clock for such things right now.

But Arthur Watts was a resourceful man and knew how to plan accordingly. The first part was for Cinder and her posy to free Adam from prison. Once that was done his loyalty will be assured and with it the White Fang's loyalty to him. But he also needed to deal with the big green problem in the form of the Hulk. Salem wanted the monster on their side and Watts was tasked with creating a means to control the Hulk. But the brainless dull oaf was a force of raw power a living Gama generator and to control such a thing would take Watts far too long to complete.

But he may have other plans because right now Torunn was the focused of this information gathering. Right now Salem was interested in her and would no doubt vine to have her by her side. But for what purpose he wondered though his loyalty to the mistress was absolute at times her past was a mystery to all of them. It was by chance that he caught Salem looking to the image of Torun with a look of longing and in her hands she held an old warn stuffed animal.

He supposed it would be a question to be answered another time. As right now he pulled out his scroll and contacted young Cinder on their secured line. "Cinder." Watts greeted while looking to the window. "I've send you the schematics and data on the prison Adam is being held in." Watts began as he looked outside. "Since the loyalists to Adam will design to break out there leader I suppose you will have very little trouble breaking him out?" Watts asked before he heard Cinder's confirmation.

"Very well then off to it I expect results soon." Watts said but he then had one more thing to add. "Oh and expect some aid to come in soon just some muscle to help move things along." Watts said before he hung up on her. "Now then back to work." Watts said as he began searching the information channels to learn more about these Children who managed to hold their ground against Tyrion so well.

Off to the side but in a location of importance was the rendering of the Titanium-Man armor as thanks to the Mk. 3 schematics he can now apply the needed upgrades to make Ironheart nothing more than an old and obsolete antique.

(TBC)

ESKK: Wow two chapters back to back I gotta say I'm impressed with myself. Hopefully I didn't rush this and you all managed to enjoy it like I have. Now then leave a review for me and as I always say on here ja-ne.


	5. Chapter 5 An Approaching Threat

Next Avengers Heroes of Remnant

ESKK: The new Chapter let's begin this my lovely readers.

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Torunn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Torunn. Torunn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

(Start Beacon Academy that Morning)

Torun, Pym, Azari, and Francis were up and about as they looked to see James still wasn't up from slumber. Torunn gave him an annoyed and bored look as she saw James laying there. James then stretched as his bare feet were in turn shown causing Torunn's glare to turn to an annoyed look. "Does he get the sword, the spark, the arrow, or the sting today?" Torunn asked as she glared down at James knowing this had become somewhat of a tradition for them.

"It's his royal highness turn." Pym said pointing at Azari.

"I hate you Pym." Azari responded but Francis smirked.

"Hey don't see why you always get hurt you have cat like reflexes." Francis said as Azari glared at him for that one.

"Hey not all of us have eagle vision." Azari said before he began to reach his finger out torts James big toe.

Azari's suit began to glow as his powers began to flow through it as soon his finger was out. Once he did this he gave James the spark and thus the rest was history.

(Outside the room)

"AAAHHH!" James was heard yelling before Azari was seen flying out door with a yelp as he then hit some random student with muscle and the air of a bully around him while knocking him down hard. (ESKK: I swear if ServentofCardin does the whole 'Cardin is life,' shit I swear to god your ass is mine when I find you.)

"Ow." Azari cursed as he got off the guys and dusted himself up.

(Inside the Room)

"James awake!" Pym called out as James had now woken up.

"Man that will never get old." Francis said as he stretched a bit.

"Now that James is awake we best make haste the day awaits us." Torunn said as James yawned clearly not a morning person.

"Great." James said while yawning a bit as he rubbed the sleep out of his eyes to wake up more.

(Meanwhile)

It was all dark till a voice echoed in a person's head to cause the character's eyes wearily opening and closing before waking up fully and seeing Nora Valkyrie fill their view. "Wake up, lazy bud!" Nora chimed as she dashes to the side. Lie Ren gets up with a groan as Nora hounds him hounding him. "It's morning! It's morning! It's morning! It's morning!" Nora sang over and over again.

(Later)

Lie Ren sighs again and the scene changes to him brushing his teeth in the restroom while Nora continues to talk.

"I can't believe we've been at Beacon for a full twenty-four hours! Not that I thought we'd get kicked out or anything, I mean, you're the perfect student and I'm... well, I'm me! But it's just crazy, you know?" The Hyperactive Female asked as she looked to Ren no doubt enjoying being with her friend.

All the while James was in shock seeing Nora a girl in the boy's bathroom as he held his tower around his waist to cover his manhood and family jewels.

(Later Ballroom)

The scene changes to the ballroom, where the two are readying themselves. Nora is brushing her hair and still chattering while Ren is tightening the strings on his sleeping bag.

"We've been friends for soooooooo long! What are the odds we'd still be together? Well, not "together-together..." Not that I'm not saying that you're not handsome; you are handsome, but that'd just be weird, right?" Nora asked Ren.

Nearby Azari and Francis who were doing the same thing as Ren was doing gave the girl a strange look wondering what was wrong with her. After all they saw James shocked looked later and knew she was in the bathroom meant for the boys use.

(Later Cafeteria)

The scene changes again as the two are in the middle of eating their breakfast, Nora having a pancake hanging from her mouth as she is still talking with Torunn and Pym nearby eating there breakfast. Torunn's breakfast was a large one while Pym's was one made for his age group.

"Right! What was I thinking? But still, I hope we end up on the same team together!" Nora muffled with her food in her mouth till she slurps up the rest of her pancake. "Oohhhh! We should come up with some sort of plan, to make sure we end up on the same team together! What if we bribe the headmaster? No, that won't work. He has the school."

"I like her." Torunn said as she looked to Pym who was then wide eyed at this as he wondered if it was too late to pull out and get the hell out of dodge.

(Later the Locker Room)

The scene changes again as the two were readying themselves in the locker room, Ren loading StormFlower and Nora still talking.

Nora had a lightbulb appear on her head. "I know! We'll have some sort of signal! Like a distress signal! A secret signal so we can find each other in the forest! Can you imitate a sloth?" Nora asked as she looked to Ren with a smile on her face.

"Nora?" Ren called finally replying.

Nora zipped by his side. "Yes, Ren?" She asked as she looked to Ren.

Ren sheathed his weapons in his sleeves. "I don't think sloths make a lot of noise." Ren said as he looked to Nora.

Nora thinks about this for a moment. "That's why it's perfect! No one will suspect we're working together!" Nora cheered at her brilliant idea.

Ren smiled as he shuts his locker. "Come on Nora, let's go." Ren said as he began to take his leave.

"Not "together-together..."" She giggled as she followed Ren to their destination passing by Ruby and Yang with James and Pym nearby.

"Wonder what those two are so worked up about?" Ruby asked as James simply shrugged in response to this question.

"So you seem cheerful this morning." Yang said as Ruby smiled as she pulled out Crescent Rose.

"Yeap no more awful small talk or getting annoying stuff today I let my sweet heart do the talking." Ruby said as she caressed her beloved Crescent Rose.

"Well remember Ruby, you're not the only one going through initiation. If you want to grow up you have to meet new people and learn to work together." Yang said as Ruby sighed in frustration.

"You sound like dad." Ruby said in a frustrated tone as she put Crescent Rose away for a second. "First of all what does meeting new people have to do with fighting? And secondly I don't need people to help me grow up I drink milk." Ruby said as she crossed her arms together.

"Yeah preach sister!" Pym called out as his childish antics were of course ignored save for Ruby as he gave Ruby a high five in response.

"But what about when we form teams?" Yang asked as Ruby was now shying away from this prospect.

"I don't know I'll be on your team I guess." Ruby suggested as James looked to the two girls.

"I plan on being on the same team as my friends but we have to figure out how to go about it y'know." James said as he looked to the others gathered here.

"Maybe you should try and be on someone else's team." Yang said as Ruby walked torts Yang and pointed an accusing finger at her.

"My dearest sister Yang, are you implying that you do not wish to be on the same team as me?" Ruby asked accusing Yang of betrayal.

"Of course I do! I just thought... I don't know, maybe it would help you... break out of your shell!" Yang sighed in exasperation. She doesn't know how Ruby will manage through this in that shell of hers.

"What the-?! I don't need to 'break out of my shell'! That's absolutely-" Ruby began before Jaune walked up looking lost like an idiot at a parking lot.

"Ridiculous! There's no way I put my gear in locker 636 yesterday! I would've remembered having to count that high! Why does this have to happen today?" Jaune moaned in distress as he held map looking lost.

(Meanwhile with Weiss)

Weiss had a heat mask on as she was doing some maintenance on her Ironheart armor. Applying Dust Crystals where they needed to go, connecting wires, replacing parts as needed. She wasn't leaving this to chance seeing as it was thanks to this armor's fuel source that she had survived for this long with shrapnel in her chest kept at bay by a magnet.

Weiss then did a small test and smiled at how the eyes of the armor starting glowing before she flicked a switch and caused the armor to retract into itself until it became a briefcase.

(Later in the Locker rooms)

Weiss walked out as she made her way to her locker to grab her sword before Pyrrha Nikos walked up to her. "Weiss correct?" She asked as Weiss looked to the Mistral Champion.

"Yes are you by chance another fan?" Weiss asked as she had met quite a few of those lately.

"In a sense I was wondering what your thoughts on the team formations are?" Pyrrha asked as Weiss shrugged a bit.

"As long as I can work with them I see no problem." Weiss said as she then looked over to Pyrrha. "Have you given any thought about whose team you would like to be on?" Weiss asked the girl now known as Pyrrha before she continued. "I'm sure everyone must be eager to unite with such a strong well known individual such as yourself." Weiss said as it seems Pyrrha was pretty famous.

Pyrrha hummed as she thought about it for a bit. "Hmm I'm not sure I was planning on letting the chips fall where they may." Pyrrha said as she had a hand on her hip as she looked at Weiss. "But I'm just a tournament fighter you're a super hero with live combat experience." Pyrrha said as Ironheart has done a lot of good for Remnant and its people.

"Perhaps but I had to get a long overdue wake up call for Ironheart to come about." Weiss said while her hand out of instinct went for her chest where the Ark Reactor was located. "Perhaps we can be on a team together." Weiss suggested as a joke to which Pyrrha saw it and joked as well.

"Well that sounds grand." Pyrrha said as Weiss smiled.

"Great." Weiss said as she finished grabbing what she needed.

That was when Jaune walked in as he looked ready to flirt. "You know what else is great me Jaune Arc. Nice to meet you." Jaune greeted as Weiss glared at him.

"Who are you?" Weiss asked as she didn't expect this buffoon to show up just as Pyrrha came in.

"Nice to meet you Jaune." Pyrrha greeted while waving at Jaune only for Jaune to push her out of the way politely to get to Weiss.

Jaune looked at the redhead girl before he push her aside "Yeah, yeah. So, Weiss I heard you name was, couldn't help but see you lonely and I hope to be your knight in shining armor?" Giving a tooth smile that shined.

"Oh, you've got to be kidding me!" Weiss said as she put a hand over her eyes for a moment as Jaune step a bit close to her as he said, "Don't worry! No need to be shy! So, been hearing rumors about teams! I was thinking you and me would make a good one! What do you say?"

"Does thou believe thyself worthy of that Jaune?" Torunn asked as she walked in as Jaune saw her.

"She's right the teams are comprised of four students each, so-." Pyrrha began as Jaune went to flirting with both Pyrrha and Torunn unaware the later was already spoken for.

"You don't say?" Jaune said as he moved from Weiss to Pyrrha as he started to say, "Well, hot stuff, play your cards right and maybe you could both join up with the winning team."

Torunn just looked to Jaune about ready to punch him again but then Weiss jumped in as it was clear she was getting annoyed here. Weiss is getting pretty annoyed by the blonde hair moron before her as she got between Pyrrha and him as she said, "Jaune, is it? Do you have any idea who you're talking to?"

Jaune gave a smile to her thinking she's into him a bit, in his dream mostly, but he said to her, "Not in the slightest, snow angel."

Weiss raise a hand to Pyrrha and started to say, "This is Pyrrha." "Hello again," Pyrrha said as she wave her hand to Jaune.

"Pyrrha graduated top of her class at Sanctum!" Weiss said to Jaune as she gave a smile to that with pride knowing she is one of the best, but with Jaune he had a confused look on his face and said, "Never heard of it."

Weiss give a scoffs as she said, "She's won the Mistral Region Tournaments four years in a row! A new record!"

Jaune blink to that as he said, "The what?"

That was the last straw for Weiss as she started waving her arms around as she yelled at Jaune to get it through his thick head as she said, "She's on the front of every Pumpkin Pete's Marshmallow Flakes box!

Jaune gasped all of the sudden as he pointed out to Pyrrha and said, "That's you?! But they only do that for star athletes and cartoon characters!"

Throw Jaune eyes the design of the cereal box in question is seen with Pyrrha's smiling face on it, as he remember seeing that one, with Pyrrha moving around on in front of cover the cereal box as she said, "Yeah, it was pretty cool. Sadly, the cereal isn't very good for you."

The image of the cereal box came crumbling down behind Pyrrha as Weiss step in front of her again as she said, "So, after hearing all of this, do you really think you're in a position to ask her to be on your team?"

Jaune dropped his head down after hearing how much of a celebrity she was as he said, "I guess not... Sorry..." His view then fell to Torunn who lowered her fist seeing her temper wasn't needed. "So whose she?" Jaune asked remembering meeting Torunn who proceeded to punch his lights out when he tried to flirt with her before.

"Torunn you may hath yet to hear of me but I am the daughter of Thor and Sif two powerful Go err Huntsman." Torunn introduced before stopping herself from sounding crazy.

"Jaune Arc." Jaune introduced as Torunn then shook his hand.

"Well met." Torunn said as she still spoke Asgardian old lingo even on Remnant.

"Though in all actuality, Jaune, I think you'd make a great team leader!" Pyrrha said after she saw how depress he was, and she thought he is a nice guy and wanted to cheer him up by saying that while putting a hand on his shoulder.

Jaune immediately brightening up as he wave his hand to her and then put them together as he said, "D'oh, stop it."

"Yes, seriously, please stop it. This kind of behavior should not be encouraged!" Weiss said stepping up to them hatting how close Jaune is standing close to Pyrrha and how she reacting to him and seen she is enjoying herself for the moment.

Jaune took a step to Weiss as he said while pointing his thumb at her, "Sounds like Pyrrha's on board for Team Jaune. Spots are filling up quick! Now, I'm not supposed to do this, but maybe I could pull some strings, find a place for the both of you. What do you say?"

Before Weiss could speak Torunn proceeded to do what she did last time but harder. She punched Jaune in the stomach sending him flying back with a yell as he flew past Azari. Azari seeing this flinched back just in time to see an Arrow fly torts Jaune.

Jaune was then pinned to the lockers by an arrow as soon Francis was heard. "She's already spoken for!" Francis called from afar showing Jaune just flirted with someone else girlfriend or maybe possible girlfriend around here.

That was when the intercom was heard as on it was Glynda Goodwitch. "Would all first year students please report to Beacon Cliff for initiation? Again, all first year students report to Beacon Cliff immediately." Glynda said as Torunn, Weiss, and Pyrrha passed by him. Weiss of course was carrying her briefcase over her shoulder as she walked by to prepare for the initiation.

"It was nice meeting you." Pyrrha said as she walked away with Torun not too far behind.

"Someday." Francis said passing Jaune by as he took back his arrow allowing Jaunt to drop to the ground.

"Like wise." He said as he was on the floor referring to Pyrrha for the words she said to him.

It was then James, Pym, Yang, and Ruby walked up to him. Ruby then helped Jaune back to his feet before Ruby spoke up.

"Having some trouble there lady killer?" Yang teased as Ruby helped him up.

"Could have warned you." James said knowing how Torunn can be when it comes to flirting boys like Jaune who annoy her.

"I don't understand. My dad said all woman look for is confidence. Where did I go wrong?" Jaune asked as he was back on his feet.

"Snow Angel probably wasn't the best start." Yang said as she walked away.

"And flirting with Torunn wasn't a wise move either." James said as he and Ruby began to help Jaune knowing he took a punch from Torunn and lived to tell the tale.

"I could have told you that." Azari said as he walked by to the cliffs.

(Scene Break Beacon Cliffs)

Ozpin and Glynda stood before the potential students as they were each ready to launch. "For years you have trained to become warriors. And today, your abilities will be evaluated in the Emerald Forest." Ozpin said before Glynda spoke.

"Now, I'm sure many of you have heard rumors about the assignment of teams. Well allow us to put to rest your confusion." Glynda said before she began explaining the rules. "Each of you will be given teammates... today." Glynda said as Ruby looked worried.

"What?" She said making a scared noise.

"Oh no." Pym said as he did a head count and knowing his math was right they had one to many students here.

"These teammates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone whom you can work well with." Ozpin explaining the rules as Ruby made a scared look as Francis screwed in an arrow head while Torunn had her sword out.

"That being said, the first person you make eye contact with after landing will be your partner for the next four years." Ozpin said as Ruby and the Next Avengers were all wide eyed at this in shock.

"WHAT!?" They called as even as even Azari and Pym were shocked to hear. And in turn the Avengers remembered what Ozpin had told them and knew it was setting up for this.

"Told you!" Nora called as she looked to her friend Ren.

"After you partnered up make your way to the, the Northern Forest. You will meet opposition along the way. Do not hesitate to destroy everything in your way, or you will die." Ozpin said as Jaune made a nervous laugh there.

"You will be monitored and graded for the duration of your initiation. But our instructors will not intervene. You will find and abandoned temple at the end of the path containing several relics. Each pair must choose 1, and return to the top of the cliff. We will regard that item, as well as your standing, and grade you appropriately." Ozpin said finishing the explanation and lay out of the rules.

"Are there any questions?" Ozpin finally asked as Jaune had a few.

"Yeah, Um, sir-" Jaune began as he was ignored.

"Good! Now, take your positions." Ozpin said as everyone got ready.

"Um I got a question." Jaune said nervously as it was soon that everyone began to get launched starting with Weiss. "So this landing Strategy thing uh w-what is it your like dropping us off or something." Jaune said as everyone was getting launched one by one.

"No you will be falling." Ozpin said as then a Mohawk punk got launched followed by Azari.

"Oh I uh see." Jaune said as Torun spun her sword around by the strap before she was launched next followed by Francis. "Oh um did you hand out parachutes for us or something?" Jaune asked before Nora was next to be launched.

"No you will be using your own landing strategy." Ozpin said as Ren was launched next. Then Pym was sent flying through the air also.

"Uh yeah." Jaune said as Yang looked to Ruby as Yang winked before she put a sun glasses and was sent flying as she yelled in excitement.

Ruby was next as she was sent flying to the forest before James followed close behind her. Now Jaune was the last one there. "So what exactly is a landing strategyyyyyyy-?!" He yelled as he was sent flying off the cliff.

(Overview of emerald forest)

A bird was flying over the forest as it gently glided over the forest before it was killed and a red blur passed where it used to be.

"Birdy no!" Ruby said as she came flying into it.

Ruby pull out her weapon and open fired at obstacle before she used Crescent Rose to catch herself on a tree branch as she spin around it before getting off and leap forward.

Weiss summoned her Glyphs as they helped slow her descent as meanwhile Ren spun around a tree to help slow his fall before reaching the bottom, and then leap off while putting his weapon away and dusting himself off before hearing gunfire in the air with the sound of a wild blonde girl having a blast… literally.

Yang was using her gauntlets to propel herself forward and faster to give herself more of a head start as she laughed and her hair seemed to glow. It was soon that Yang bashed through some trees before landing on the ground with a role before sprinting forward. "Nailed it." Yang said as she ran north.

Meanwhile Pyrrha bashed through trees with her shield as they shattered into splinters as she then rolled on a large branch and pulled out her weapon which turned into a rifle. Pyrrha aimed to scope the area and saw Jaune falling as it looked like he was going to get hurt before Pyrrha transformed her weapon into its spear mode and with her thumb took aim before throwing her Spear to catch Jaune as he said, "Thank you!"

Once she heard a sound of her spear sticking into something while she did catch Jaune with it, she spoke. "I'm sorry!"

Torunn was nearby flying through the air as she had used her sword to propel herself with a boost knowing the natural weight of it would be a great help for her. As she flew through the forest she began looking around to locate the other Avengers knowing eye contact was key here.

Nearby Pym's hurdle was thrown off as he was spinning wildly in the air while screaming. Luckily he had his powers and thus he shrunk down and sprouted the pixie wings before flying to try and find the others and group up.

Azari of course had his landing strategy covered as he extended Wakanda's dagger claws and used it to get to a tree. Once he did this he began jumping between trees as the Emerald Forest was his jungle and everyone else were just tourists. Once he got to the ground he rolled and charged forward in a dash.

Next was Francis as he fired off a grappling Arrow and attached the wire to his belt before he was flung to the end of it. Once he did this he detached it and landed on the ground with ease before he ran off. Once he did this he knew he had to send a signal to either Torunn or the others to partner up.

Finally was James as he pulled a Pyrrha and bashed his way through the trees before taking out Widow Magnum and using the hook blade to catch a tree branch. He spun on the branch before releasing and landing on the ground in a roll. He then ran off tort where he was sure the Ruins were located.

Ruby landed as she then took off in a sprint as she had to find one of two of her go to teammates. 'Gotta find Yang. Gotta find Yang. Gotta find Yang gotta find Yang. Gotta find-" Ruby began mentally as she then called out to them. "Yang! Yang!" Ruby called as she ran across the forest.

'Oh this is bad this is really bad. What I'd I can't find her? What if someone finds her first?' Ruby thought before trying to think of other possible partners. 'There's always Jaune, he's nice he's funny but I don't think very good in a fight.' Ruby thought picturing a cartoonist Jaune being mulled by Beowolves after picturing his positives. 'Oh! What about Blake? So mysterious, so calm. Plus she likes books! Well, then again, I'm not sure I'd be able to hold a conversation with her.' Ruby thought as she pictured Blake's faults and advantages. 'Ugh! Okay... who else do I know in this school?' She wondered before she remembered the other two.

'Wait there's Pym! He's the youngest kid here I can really get along with him!' Ruby mentally boasted imaging Pym. 'But he might try to shrink to take my stuff… or grow to be taller than me.' Ruby debating wondering if Pym can even do the growing thing. 'Wait there's also James!' Ruby mentally cheered going down the list. 'He's got some awesome skills, a cool shield, and an even cooler gun!' Ruby cheered to herself thinking of herself and James getting along. 'But then again he wants to pair up with his friends… and I don't want to ruin that.' Ruby thought as she ran down the list. 'Oh there's Torunn she's super strong and gets along really well with Yang… but I don't think I can handle her antics.' Ruby thought knowing half the time she can barely understand what Torunn is saying.

'Ok theirs Yang, Jaune, Blake, James, Pym, Torunn, and...' Ruby mentally trailed off before she stopped herself as in front of her was Weiss Schnee who turned to Ruby as they made eye contact.

As Ruby give a smile to Weiss, as she looked at Ruby for a moment as she shows no emotion, but deep down she is disappointed now she stuck with Ruby, as she turn away and walk along, as Ruby said, "Wait! Where are you going?! We're supposed to be teammates..." said that last part a little sadden.

(Meanwhile with Weiss)

Weiss is seen struggling through the forest, giving an occasional grunt or "Ow!" as she pushes plants out of her way. She brushes herself off and sighs in relief when she hears a voice above her. She knew she could have used the Mk.5 armor but she opted against it simply because that was overkill. Even more so since this was an Initiation test.

Jaune is apparently struggling to free himself. "Come on, come on! Stupid...!"

Weiss sees Jaune hanging a few feet in the air by the spear embedded in his hood and the tree behind him. As he gives up trying to pull it out, he looks down and sees Weiss, giving an embarrassed wave. Weiss simply heads back in the direction she came from and Jaune groans in dejection.

"Just needed to make sure you were the better option." Weiss said while she grabbed Ruby's hood dragging her.

Ruby was overjoyed as she's dragged away into the bushes. "You came back!" Ruby cheered as she was going to fight alongside Ironheart.

(Back with Jaune)

From down below as foot step is hear and a voice called out saying, "Jaune?" As the blonde hair knight look down to Pyrrha as she is without a partner it seem and she said, "Do you... have any spots left on your team?"

Jaune cross his arms as he said, "Very funny." As Jaune stay like that for a moment but he turn to her with a smile.

(Ruby and Weiss)

Weiss rush along as Ruby follow behind her as she said, "What's the hurry?" "I will not let my mission be delayed because you're too slow!" Weiss answer her as Ruby stop for a moment when she hear that letting Weiss go up ahead up a bit as she went on saying, "I swear, if I get a bad grade because of your-"

Suddenly Ruby appears next to her with a cute look on her face like she was acting like a pet of some sort like a cat or a dog as Weiss freak out and said, "What the...?"

Ruby put her hand on her hips as she give a smile and pointed thumb to herself as she said, "I'm not slow, see? You don't have to worry about me!"

"When did?" Weiss began but Ruby continued.

"Weiss, just because I don't know how to deal with people doesn't mean I don't know how to deal with monsters. You're about to see a whole different side of me today, Weiss!" Ruby said as she put her arm around Weiss's shoulder. "And after it's all over, you're gonna be like..." Ruby began while putting an arm around Weiss's shoulder as she gestured to the area around them.

"Wow Ruby is really, really cool… and I really want to be her friend." Ruby said as she moved her hand across the forest around the huntress duo before she vanished in a flurry of rose petals as Weiss tried to wave the rose petals away from herself.

"You may be fast, but you still excel at wasting time." Weiss called out as she was in turn met with only silence as she then heard leaves rustling. "Ruby?" Weiss asked as she began to notice something was not right about this situation especially since Ruby has gone silent on her. The Leaves began to rustle some more as she began to get a bit scared at the ominous aura in the air. "…Ruby?" Weiss asked again as she was now getting worried here.

"Ruby this is not the place to be childish!" Weiss called out while scolding her. "We can try the whole friend rout after but right now mission first!" Weiss called out while trying to find Ruby who wasn't anywhere nearby. Unaware to the Schnee heiress red glowing eyes were seen behind her in the bushes followed by growling which got Weiss on guard. She then noticed all the red glowing eyes around her as she then heard a twig break as she looked and saw a Beowolf coming torts her.

"Oh you have got to be kidding me." Weiss said as she noticed she was outnumbered here.

Just as the Beowolf attacked a shield came spinning by and hitting it back before it ricochet to the waiting hands of James.

"Need a hand?" James asked as he looked to Weiss.

"More are coming." Weiss said as she realized what was going on as Grimm began to show up around them.

James then noted the suitcase in her hands as it seems she could use it as a melee weapon as well. "That your suit?" He asked as the two stood back to back while they got surrounded.

"Yes it is." Weiss said before James got to the nitty gritty.

"We're probably going to need it." James said as he knew Grimm never gathered alone here.

"Yeah I figured." Weiss said knowing exactly why she would have need of the armor.

But unware to Weiss an old sparring partner of hers was in play nearby.

(Meanwhile with Salem)

Salem was observing recent data on the Avengers. So far it seems Ozpin planned ahead and created identities for each of them. What annoyed Salem was the fact he acquired Torunn first and added more layers of secrecy to her more so then that of a Maiden. What was he hiding about Torunn to the public eye? She had to know these things but it seems these children have become major pieces in there little game of chess.

"Mistress." Hazel was heard as Salem turned to the burly man behind her. "Watts has sent me some troubling news." Hazel said as Salem looked to her follower.

"Speak then." Salem ordered as she had things to deal with at the moment.

"Watts has detected the energy signature of someone who stands against both us and Ozpin… at Beacon." Hazel said causing Salem's eyes to go wide in response.

"The Mandarin." Salem said knowing exactly who the Mandarin was. He was like her an immortal being but now by punishment but by a desperate move to save his life and stop her when the gods further 'punished,' her centuries ago. She and Ozma had defeated him long ago stripped him of his 10 Rings all to save their daughters from his vengeance at the time.

The Mandarin blamed her for the past but it was the Gods to blame for the genocide of the entire planet. The Mandarin was a rage fueled fool but a powerful one and if he's regaining power then she feared she may be forced to step in sooner or later.

(Back at Emerald Forest)

In a hidden clearing inside the Emerald forest an electrical surge began to form. Now one that belonged to Torunn or Azari but one from an unknown source. Soon it began to form into a ball of light and in turn burst outward. Inside it in a kneeling position was a figure in armor most ancient yet its eyes glowed with a soulless white. In his right hand were five rings. Five Rings he had fought tooth and nail to retrieve from those immortal reaches.

He began to rise up and was slouched down a bit as he growled and flexed his clawed gloves. He then clenched his fists as hard as he could as his armor groaned from the pressure but would not break. "Ozma…." The man said with his voice echoing inside the ancient armor. Grimm began to gather around him sensing it, rage pure unbridled yet ancient rage. He then roared out one for the two names that had kept him going for so long in hopes of achieving his vengeance. "OZMA!" He roared out in pure fury as his rings and his unknown power flashed to life destroying the Grimm gathered around him.

The Mandarin has arrived and he was out for revenge against the man who robbed him of his greatest vengeance.

(TBC)

ESKK: Dang I am on a roll with this story. Mind you I copied and pasted it from my other fanfics and edited it for this story but still dang I am so awesome! Anyway yes I know this chapter is short but right now I'm working with small episodes from Volume 1 and trying to mix in original stuff also. So yeah trying my best here right now. This chapter was mainly the set up but next chapter I will be combining Emerald Forest parts 1 and 2 with Players and Pieces. And for those whose curious about the villain here… well I needed someone to start bringing the Avengers together someone that no one huntsman or hero could defeat alone. So yeah in the next chapter we will have it so Avengers Assemble! Until next time leave a review and again ja-ne.


	6. Chapter 6 The Avengers are Born

Next Avengers Heroes of Remnant

ESKK: New chapter let's begin.

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Torunn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Torunn. Torunn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

(Start Emerald Forest with Yang)

"Helloooooo?!" Yang called as she was walking through the forest with swamp sounds being heard in the background unaware something moving in the forest. "Is anyone out there? Helloooooo!?" Yang called as she was looking for a partner. "I'm getting bored here." Yang said as she stopped to see if anyone would answer. That was when she heard the bushes rustling as she looked to that direction. "Is someone there?" Yang asked as she looked to the bushes before heading over to the bushes. "Ruby is that you?" Yang asked before hearing beast snarling. Yang looked and saw that it was in fact not Ruby at all. "Nope." Yang said popping the p sound as she saw the Grimm before her.

Yang then jumped out of the way to avoid being clawed by an Ursa as the Ursa jumped out to attack. Yang activated Ember Celica as soon another Ursa came out from behind opting Yang to jump and avoid the attack. The Ursa to the right roared as it then charged at Yang who then proceeded to punch the Ursa sending it back with a shot gun punch just before its cohort attacked as Yang then sent an uppercut punch which was followed up by a kick sending the Ursa back.

"You guys wouldn't happen to have seen a Girl in a red hood would you?" Yang asked as she looked to the two Ursa while mocking them. The Ursa roared before charging as Yang smirked to this. "You could just say no!" Yang called as the Ursa then charged at Yang who dodged their attacks with ease before she back flipped away while avoiding said attack. Yang laughed at them as these things were one of the more common Grimm who were physically stronger so they were easy-peasy for her.

Yang laughs at the Ursa as she said, "Geez, you two couldn't hit the broad side of a ba..." Her words trail off as a single blonde hair fall in front of her, from her head.

Yang closes her violet eyes for a moment as she said, "You… You!"

Yang open her eyes as now they were bright red as she yells, "Monsters!" Fire exploded around her before she launch herself at the two Ursa, as at this moment, you do not want to be in their shoes.

Yang punch the crap out of one Ursa before she sent it back, and then she fire her behind her, propelling her forward at high speed and came upon the same Ursa before she unleashed all of her fury upon the Ursa that dare touch her hair and cut a single piece off as she blow it out making it hit into many tree and killing it soon after.

The other Ursa came up from behind her as she hear it coming up, she turn to it as she face the Grimm and said, "What! You want some, too?!"

The Ursa was soon about to attack her, but from behind with the sound of a sword slash, the Ursa stop in its tracks, and then drop down dead, as standing behind it holding a black rope on their weapon, was Blake who Yang had met the other Night with Ruby. Blake pull out her weapon as she tug on the rope as it flew into her hand in a gun mode, as she gave a smile while holding it as Yang said, "I could've taken him."

(Over with James and Weiss)

James blocked an attack with his shield being knocked back a bit as Weiss was the same minus the shield and using her briefcase. The two were back to back as they saw the Grimm surrounding them. "Weiss were outnumbered!" James called out as she looked to the boy.

"I have to agree proper stance be damned." Weiss said as James had his gun out behind his shield.

"How long will it take you to get that armor on?" James said before he fired at a Grimm that tried to attack and Weiss slashed one away with a Glyph added in.

"Not enough as is." Weiss said as James had an idea.

"We'll buy you time!" James said as Weiss was confused.

"We?" She asked before James did it.

"Ruby on the roost!" James called out and just then Ruby appeared in a burst of rose petals slashing a Grimm monster away.

"Gotcha!" Ruby called out taking one out with ease. "Don't worry best friend we got your back!" Ruby called out as she and James started buying Weiss time.

"Ok… here we go." Weiss said as she had her rapier retract to its hilt before she inserted it into the briefcase opening it. She then dropped it to the ground and in turn it opened up and released to handles. Both of which Weiss grabbed before turning the handles and making gauntlets before moving the build to her chest.

The briefcase began to open up further and spread out on her body as the armor was doing the work now instead. Ruby even stopped what she was doing for a second to watch this and took a picture with her Scroll. "So cool!" Ruby cheered before jumping back into the fight trying not to have a weapon fangirl orgasm right now.

Soon the helmet the final piece began to from and then closed on her face creating the Ironheart Mk.5 armor. Once she was suited up she raised her repulse gauntlets and fired a beam from them at the Grimm. She then did a few more as the Grimm saw Ironheart had now joined the fight.

Ruby went around the Grimm slicing them up with her scythe as Ironheart helped a bit. James then threw his shield hitting multiple shield with it while firing his weapon off at the other ones. He then jumped up and grabbed his shield before slamming it down on one's neck. Weiss fired at another Grimm near James but one came and hit her instead causing her target to miss.

Luckily James recovered by using his Vibranium Shield to reflect the beam at the intended target beating it with ease.

(Weiss)

"Jarvis please tell me we have something to take all these Grimm down at once?" Weiss asked while paying attention to her onscreen hub as Jarvis had just the thing.

"I suggest a barrier burst Ms. Schnee." Jarvis said to which Weiss understood.

(Battle)

"Take cover!" Weiss called out as James and Ruby understood and hid behind James shield. Soon the armor was covered in a barrier before it burst out and took out all the Grimm at once.

Once the danger was passed James took action. "Come on!" James called out as they made a run for it.

(Later nearby)

"That was so cool!" Ruby called out as she got to see the Ironheart armor in action and in person to boot.

"Ruby now isn't the time to fawn over Weiss' armor." James said as he looked to Ruby.

"She's right we need to get to the Ruins." Weiss said as she looked to the duo as the face mask opened up revealing Weiss face.

"We need to find something we can use to keep up with you." James said as Weiss agreed.

"Yeah this armor has limited energy reserves and I don't want to waste it carrying you two." Weiss said as James thought for a minute.

"Weiss question… where can we find a Nevermore?" James asked as he had an idea as did Ruby.

"Oh you are a genius." Ruby said looking to James as Weiss had a bad feeling about this and that bad feeling involves a really reckless idea somehow.

(Meanwhile over with Pym)

"Azari!" Pym was heard as he flew around. "James!" Pym continued while he tried to stay hidden from the Grimm in his tiny pixie form. "Hawkeye Torunn!" Pym called out but was met with silence and the sound of the Forest.

Unaware to him a familiar pair of eyes appeared in the bushes before they moved through them. In the wood line a familiar figure was running and jumping through the trees almost like a cat or a panther. "Geez why do we have to do this here?" Pym asked as he was scared obviously but he had to prevail through it. But then he saw a shadow form over him after landing on a rock and before he could retaliating two hands slapped around him causing Pym to yelp.

It was Azari as he began to open his hands and saw Pym clearly not amused by this. "Hey Pym." Azari greeted as Pym jumped off his hands and returned to his normal short size.

"Azari that was not funny!" Pym yelled pointing an accusing finger at Azari.

"Yeah well be glad I found you because now we're partners." Azari said to which Pym had to agree on that. "SO come on we need to get to the ruins." Azari said before he flipped back into the forest and began to run there.

"Hey wait up!" Pym called out before going small again and flying after Azari. It seems one pair had been made with the Avengers which meant they were off to a good start.

(Meanwhile with Francis)

Francis was showing his skill as a survivor as he checked tracks and followed the path left behind by others. So far he was on the right track as he wondered where the other Avengers were. He didn't have any powers and his Aura had yet to fail him which was a good thing for him. Since he knew the Grimm hunted using negative emotions as a sort of lure he had to be careful less he attracts them to himself.

He then heard a stick break and then acted as he flipped over and aimed his bow with an arrow notched up. He then it as a pair of large reptilian eyes were seen in the wood lines. Soon it began to slither out revealing a King Taijitu the white half in fact. These things were two headed so that meant the other head must be near. It seems his hunch was right as Francis fired an arrow at one of the eyes and in turn the other Snake head came and attacked him.

He managed to get out of the line of attack in time and fired another arrow this time at the other eye of its twin. The arrow began to beep before it went off and thus one of the heads was blinded as he managed to nail both with one arrow.

The brother in vengeance for its twin attacked Francis who then got out of the way and saw the twin using its tongue to taste the air. Francis smirked before he jumped off the twin and fired an arrow at its tongue and in turn blinding all its senses. But before Francis could enjoy it he heard the black head roar out and began its attack. He didn't have enough time to attack until a Thunder strike hit it and with it a sword. The Sword managed to pin the Grimm and from it Torunn flew in roaring out her battle cry.

"For Asgard!" Torunn roared out before grabbing her sword and decapitating the Grimm. Francis smirked and then ran to the other head and stuffed a powerful exploding arrow in its mouth at the top before getting out of the way.

The Grimm's head then blew up and in turn he and Torunn reunited. "Way to go babe." Francis said as Torunn looked lost at that comment.

"Babe I am no infant Hawkeye." Torunn countered but Francis sighed.

"It's an expression Torunn a word of endearment." Francis said as Torunn got some of that. "Anyway we better get moving any idea where the ruins are?" Francis asked while looking to Torunn.

"Yes I hath seen them over yonder I shall guide ye to it." Torunn said to which she began to fly as Francis followed close after the Asgardian.

(With Jaune and Pyrrha)

As the pairing walk down a path as soon enough gun fire is hear in the distant as Jaune said, "Did you hear that?"

Gunfire. It seems some of our comrades have encountered the enemy," Pyrrha said as now she gotten a bit worry as thing were picking up, as the more they went into the forest, the more Grimm they running into.

Pyrrha push a tree branch off to the side with Jaune following, and without paying attention to ether of them as Pyrrha let go, Jaune turn his head and saw the branch coming at him with no time to block or dodge it, its hit him hard as he fell down yep in pain a bit as Pyrrha turn around quickly as she heard that and said, "Jaune! I'm sorry!"

Jaune gave a small laugh as he held his hand on his face for a moment before letting off seeing little blood and said, "It's okay just a scratch!"

Pyrrha walked up to him as Jaune got up on his own as Pyrrha asked, "Why didn't you activate your Aura?"

"Huh?"

"You're Aura."

"Gesundheit."

Pyrrha looked at Jaune a little weirdly as she said, "Jaune, do you... know what Aura is?"

Jaune piffs it, and then waves it off, while not looking at her as he said, "Psch! Of course I do! Do you know what Aura is?"

Pyrrha gave a soft smile and said, "Aura is the manifestation of our soul. It bears our burdens and shields our hearts. Have you ever felt you were being watched without knowing that someone was there?"

"Uh... yeah."

"With practice, our Aura can be our shield. Everyone has it, even animals," Pyrrha told Jaune as she held her arms out like she blocking an attack of some sort.

"What about monsters?"

Pyrrha shake her head as she said, "No. The monsters we fight lack a soul. They are creatures of Grimm, the manifestation of anonymity. They are the darkness, and we are the light."

"Right, that's why we fight them!"

"It's not about why, it's about knowing." Pyrrha explained as Jaune looked to Pyrrha. "Understanding both light and dark helps us, manifest our aura. Everyone has some of both. By baring your soul outward as a force you can deflect harm. All of our tools and equipment are our conduits for aura. You project yourself and your soul with fighting." Pyrrha explained as she looked to Jaune as she smiled at Jaune as she stood before him.

"It's like a force field!" Jaune said as that was a good analogy right there.

"Yes, if you wanna look at it that way." Pyrrha said in a slight joking manner as it may be true. "Now close your eyes and concentrate." She said as she walked over to Jaune and put her hand to the side of his face.

Jaune nodded as he did so as Pyrrha walk up to him and sync her aura as she begin to help unlock Jaune aura as she says, "For it is in passing that we achieve immortality. Through this, we become a paragon of virtue and glory to rise above all, infinite in distance and unbound by death."

Pyrrha place her hand on Jaune chest as she touch his soul as she said, "I release your soul, and by my shoulder protect thee." Pyrrha chanted as she unlocked Jaune's Aura.

Once the deed was done Pyrrha let go as she began to catch her breath as that was very draining. "Pyrrha?" Jaune called as he saw how winded Pyrrha was.

It's alright, I used my aura to unlock yours, but the energy that protects you is now your own." Pyrrha said as she smiled to Jaune and got back up. Pyrrha smiled as the cut on Jaune's face healed up as that was surprising. "You have a lot of it." Pyrrha said as she saw the cut was all healed in an instant.

Jaune smiled before he saw himself as he was glowing. "Wow." Jaune said as was amazed by it.

(With Ren)

Ren the green wearing black haired young man with a pink streak in it as the young Chinese monk like initiate was dusting his arms off after putting his guns away. Soon the sound of a crow or a bird through a familiars girl voice was heard followed by a familiar dragons roar and grumble as soon Nora came in upside down as the peppy girl was hanging upside down with a smile on her face.

"Heh. I still don't think that's what a Sloth sounds like." Ren said as he smiled at Nora before Nora acted.

"Boop." Nora said poking Ren's nose as the two smiled before Ren stepped back a bit from that.

(Meanwhile at the Beacon Cliff)

Glynda walked up to Ozpin as she looked at her Scroll in its Tablet mode as with it was a message for Ozpin from someone known simply as known only as Proto. "Our last pair had been formed, sir. Nora Valkyrie and Lie Ren. Poor boy I can't possibly imagine those two getting along." Glynda said as it didn't make sense to her. "Still, he's probably better off then Mrs. Nikos." Glynda said causing Ozpin to look at her with curiosity. "I don't care what his transcripts say, that Jaune fellow is not ready for this level of combat. Well I guess we'll find out soon enough." Glynda said in a scolding manner as she saw the scene. "At their current pace, they should reach the temple within just a few minutes." Glynda said as she began to walk away but then stopped and looked to Ozpin.

"Speaking of which, what did you use as relics this year?" Glynda asked as Ozpin didn't answer before Glynda had another question. "Professor I also feel I need to inform you that James has yet to form a pair are you sure it's wise what your about to do seeing as traditionally teams have been formed out of four members." Glynda said as she knew that James and his friends were needed at Beacon for one reason or another.

"We shall see." Ozpin said as he observed the event on his scroll mainly that of James, Weiss, and Ruby mission.

(With Ruby, Weiss, and James)

The trio found a sleeping Nevermore as they could even hear it snoring as they stayed outside its range silently with Weiss still in her Ironheart armor.

"This is insane." Weiss scolded while she glared at James and Ruby who had this idea to begin with.

"No one is telling you to help." James said as they got ready to move. "When we give the signal wake it up." James said as he and Ruby began to make their way to the sleeping Nevermore for the plan.

(With Yang and Blake)

Yang, and Blake have just arrived at the temple. "Think this is it?" Yang asked as Blake gave her a quick glare before they entered the area to check it out.

What to it appeared to be and old temple or church of sort, and everything look destroy and decay to the sands of time, as the only thing that seem to be stand where many small stone pillars with a chess pieces on top of them, a few with already gone.

Yang and Blake reach the area, as they looked around to yang said, "This got to be the place." Blake looked around to see if there was any enemy nearby just in case. Blake then walked up to the chess pieces as this was odd even for her as she looked at them. "Chess pieces?" Blake asked as she looked at said Chess Pieces before them all.

"Some of them are missing." Yang said as she looked at the missing chess pieces. "Looks like we weren't the first ones here." Yang said as she looked to where the missing pieces once stood.

"Well… I guess we pick one." Blake said as they needed to decide the pieces they would take from here.

(With Jaune and Pyrrha)

A the two paired up partners look at a cave with cave drawing on the side of it as Jaune said, "Think this is it?"

(Inside the Cave)

Jaune who had made a torch was taking the lead as Pyrrha followed close behind. "I not sure this is it..." Pyrrha said as she followed causing Jaune to sigh.

"Pyrrha, I made the torch." He began as she gestured to, said torch. "Could you at least humor me for maybe 5 more feet?" Jaune asked before he tripped with a yelp and dropped the Torch into a puddle as the puddle put out the fire. "Ow." Jaune whined as he got back up in the now pitch black cave.

"Do you feel that?" Pyrrha asked as she felt something off as she looked around.

"Soul crushing Regret?" Jaune asked but that wasn't what Pyrrha was talking about.

"No, it's... warm." Pyrrha said as something wasn't right as there may be something in there with them.

(At the Ruins)

Going up to the gold chess pieces as Yang grab the knight piece as she said, "How about a nice little pony?"

"Sure." Blake said as she let Yang take the White Knight.

"That wasn't too hard." Yang said as they passed now they had to get back to Beacon.

"Well it's not like this place is very difficult to find." Blake said as it really wasn't that hard to find.

(With Jaune and Pyrrha)

Jaune and Pyrrha continued walking down the dark cave as they soon saw the darkness was letting up as it made way for light. They soon found a large glowing yellow object as Jaune had a smile on his face. "That's the relic!" Jaune called as he saw it but Pyrrha knew better because it was far too big. Jaune reached for it as it looked suspended in the air as when he made a swipe for it the 'relic,' moved as Jaune missed as Pyrrha knew this wasn't a good sign. "Hey. Bad Relic!" Jaune said as he made another swipe at it and missed. Jaune then jumped to it and grabbed it as he smiled. "Gotcha!" He said as he was being lifted up.

"Jaune..." Pyrrha said as she saw this.

Jaune was soon faced to face with the glowing red face of a Death Stalker as he was soon wide eyed.

(Ruins)

The two heard the sound of a girls screaming as Yang looked as she heard it. "Some girls' in trouble." Yang cried out as Blake was looking up. "Blake did you hear that?" Yang asked as she looked straight at Blake. "What should we do?" Yang asked as she looked to Blake worried for the screaming girl in question.

(Over with Azari and Pym)

"Wow someone is in trouble!" Azari called out while stopping on the ground.

"WE have to do something!" Pym said as he looked to Azari whose view was changed to the one above them. "Azari what do we do!" Pym called but it seems Azari's focus was elsewhere.

(Over with Torunn and Francis)

"A maiden is in distress!" Torunn called out as she heard the yell.

"Yeah and Torunn can we ride Grimm?" Francis asked seeing something insane.

"Have ye cracked?! A maiden hath been put in danger and ye are concerned with riding a monster of the Grimm!" Torunn scolded before pointing upward. Torunn look and saw Ironheart flying by with a Grimm close behind her. On its back were James and Ruby as they held on for dear life.

"James are you nuts!?" Torunn yelled in shock before the two began to move once more.

(Back with Jaune and Pyrrha)

Soon after Jaune's girly scream from the cave Pyrrha ran out with weapons drawn ready to fight if need be. Soon the cave burst apart as from it a Death Stalker came out with Jaune hanging on its stinger screaming like a little girl.

"WHY? PYRRHA! PYRRHA!" Jaune called between screams as he was hanging onto the Death Stalkers tail. "This is not the relic! It's not!" Jaune cried out before screaming some more. "Do something!" Jaune called as he hanged on for dear life.

"Jaune! Whatever you do, don't let-" Pyrrha began as the Death Stalker tried to shake Jaune off before flinging Jaune off the stinger. "...go." Pyrrha said as Jaune flew through the air screaming all the way through The Forest airspace. Pyrrha smiled nervously as she scratched her head a bit before she ran off like the wind being chased by devils and in some cases it was true.

(Later back at the Ruins)

Blake kept looking up as Yang tried to get an opinion as screaming was being heard as Yang then looked up to see a familiar red girl coming in. "Look out below/Heads up!" James and Ruby called out as the two shared a shocked look as they fell from the sky with Ironheart flying nearby.

(Minutes earlier)

"This is awesome!" Ruby cheered as she and James were riding on the back of a Nevermore as it chased a target which was Ironheart.

(Weiss)

"This is a terrible idea!" Weiss yelled as the Nevermore chased after her acting as a beacon of negativity for it.

"Ms. Schnee this is hardly as reckless as the ideas you come up with." Jarvis said as Weiss glared at the AI for that.

"Not now Jarvis!" Weiss yelled as she did not need this from him now.

(Back with Ruby and James)

"I don't think Weiss likes this idea!" Ruby called as James rolled his eyes.

"You think?" He countered as it was clear he was being sarcastic. He then saw their destination as he knew what came next. "Get ready to jump!" James called out as Ruby saw the ruins coming up.

(Weiss)

"Wait jump?!" Weiss asked in shock when she heard this. "Are you two insane?!" She yelled but was only met with silence.

"Ms. Schnee… they jumped." Jarvis said as Weiss was starting to question why she programed Jarvis with that smart aleck tone.

(Back with Blake and Yang)

Blake pointed upward as Yang followed the point and was wide eyed when she saw James and Ruby falling down. "Look out below/Heads up!" James and Ruby called out as the two shared a shocked look as they fell from the sky with Ironheart flying nearby.

Before impact can occur, Ruby and Gold were struck by Jaune in a mid-air interception. The three ended up crashing into a tree and Ruby was sitting on branch with swirly eyes, seeing Beowolves with Gold having his foot hanging by a branch. "What was that?" She wondered before shaking her head, clearing her mind.

She soon heard someone and looked to see Jaune hanging upside down from the branch above her. "Hey, guys." Jaune greeted. Meanwhile everyone was confused over what just happened.

"Did your sister just fall out of the sky with that guy just now?" Blake asked as she was lost on this.

"I-." Yang started but before they heard a roar. The two girls kept their guard up as they saw a rampaging Ursa.

"Yee-haw!" A female voice said before the Ursa fell dead, revealing Nora at its back. She got off and noticed the Ursa's state. "Aww, it's broken." She pouted. Nora examined it while Ren caught up.

"Nora…please, don't ever do that again." Ren pleaded as he was catching his breath. He looked up to see Nora missing. He looked around and saw Nora looking at a white bishop piece. She picked it up and cheered.

"I'm queen of the castle! I'm queen of the castle!" She sang while the others were staring at her.

"Nora!" Ren called.

"Coming, Ren!" Nora answered before skipping towards him.

"Did that girl just came here riding an Ursa?" Blake asked.

"I-." Yang started only for two roars from opposite ends of the forest. Out of one end came Pyrrha running from a huge Death Stalker

Soon another Grimm appeared as from the other side with Pym and Azari riding on its back. "We made it!" Pym called out as Azari saw this and then used the Wakanda to slice the Ursa's neck killing it instantly. Once he did this the two jumped off as they went to regroup with the others and grab their chess piece.

"Uh…" Blake began but Yang stopped her.

"Don't." Yang began as the Death Stalker chased after Pyrrha.

Soon thunder struck nearby and from it Torunn was seen as she landed before Francis came out of the woodwork and ran to the group. "Hey we made it!" Francis said as their entire group was almost together.

"Did… that girl just appear from a thunderbolt?" Blake asked as even Yang was lost.

"Um cool and I think." Yang said as she was getting lost in all of this insanity.

"Jaune!" Pyrrha called as she was dodging the Death Stalker's pincers.

Jaune looked and saw her before trying to get down. "Pyrrha!" He called after her.

"Woah!" Ruby remarked before jumping off the branch to take on the foes.

"Ruby!" Jaune called, who is now a little too late on calling for help from the scythe wield girl. She landed near Yang as James saw this.

"Wait up!" James called out before using the shield to break the branch and fell to the ground before giving chase.

"James!" Jaune called out but it was too late.

"James!" Pym called out as he and Azari caught up.

"Azari!" James called out before Torunn saw them.

"Guys!" Francis called after them.

"Torunn!" Azari called out before and Yang joined in but was interrupted by…

"PYM!" Pym called out as they got lost during the whole name calling.

"Ruby?" Yang called surprised to see Ruby here.

"Yang!" Ruby cheered happy to see Yang but before the family reunion can occur, they interrupted by…

"Nora!" Nora said as she got in between them.

"Did she just run all the way here with a Deathstalker on her tail?" Blake asked as this was becoming more and more confusing by the second.

It was then that Yang finally snapped unable to take the insanity anymore. "I can't take it anymore!" Yang screamed after bursting a few flames from her body and her eyes turned red. "Can everyone just chill out for two seconds before something CRAZY happens again!" Yang screamed, putting emphasis on "crazy". Ren then caught up with the group.

Ruby just remembered something and tugged on Yang's jacket. Yang then just gave up on it.

"Um…Yang?" Ruby called before pointing upwards.

They looked up and saw Ironheart firing repulse blasts at the Grimm as it seemed tougher than normal. "A little help would be appreciated!" Ironheart called out as she flew around the Nevermore trying to beat it and get the relic.

(Weiss)

"Jarvis flash bomb now!" Weiss called out as Jarvis saw what the plan was.

(Battle)

Ironheart then had a segment of her armor open up before it launched out a flash grenade that went off in the Nevermore's face. Once it did so she flew down and regrouped with the others. Once she did this she performed the famous superhero landing. "We are never doing that again!" Weiss yelled while opening her face plate.

Soon everyone saw the Death Stalker knock Pyrrha to where they were all at. "Great, the gang's all here. Now we can die together!" Yang cheered.

"Not if I have anything to say about." Ruby said before charging at the Death Stalker.

"Ruby, wait!" Yang called but Ruby charged regardless of the danger.

But then Ironheart flew at her and stopped her and just in time as soon a burst of some energy came out and when the Grimm were hit by it their bodies began to bend and deform with the sounds of bones breaking. The Grimm were being given a death most painful as soon both turned to dust.

Once they did they soon saw a familiar figure walking out with hands glowing with energy. "Oh boy." Ironheart said knowing exactly who this was.

"You know him?" Yang asked as she saw him.

"The Mandarin insane madman with powers never seen before." Ironheart said as she saw the ancient warlord walk into the open.

"Super villain." Ruby said as she knew one when she saw one.

"Yeah how many rings does he have?" Pym asked as Weiss saw them.

"Five so he hasn't found all 10 yet." Weiss said confirming this right now.

"Children?" The Mandarin asked as he saw the group. "Does Ozma have children protecting him now? The coward?!" Mandarin growled out as he walked forth.

That was when he was blasted back by a repulser beam which came from Weiss's right hand. "No but if you want him you best turn around now." Weiss said as she glared at him.

"Ironheart… or Weiss Schnee I sometimes forget the failed ploy of a 'secret identity,' but then again secrecy never suited you did it." Mandarin said glaring at Weiss as she got up. "The last time we met you send me into the jungles of Vacuo baring me from one of my rings." He said pointing at Weiss clearly holding a grudge against the Schnee heiress.

"Yes and I'm afraid it will end the same way." Weiss said as the Mandarin smirked in response to this.

"How boastful of you." The Mandarin said as he then pointed his fist at the group to which the armor scanned it.

(Weiss)

"Ms. Schnee it seems he has the fifth ring that is one more since you last bested him." Jarvis said as Weiss heard this.

"That means he took down the dragon guarding it." Weiss responded as she had to be careful.

"Also it appears he's about to attack." Jarvis said as Weiss was wide eyed by this.

"WHAT?!" She called out in a panic.

(Battle)

The Mandarin fired off a thunder surge at Weiss and the group but Torunn jumped in with sword drawn blocking the attack. Her blade absorbed the current leaving him shocked. "WHAT?!" He asked as Torunn glared at him.

"That power is great but thy trinkets is no match for the power of an Asgardian warrior!" Torunn yelled as James took command fast.

"Scatter now!" James ordered as everyone did as told. "Ruby Hawkeye you two hit him from a distance we need to know what he can do!" James called out as Ruby understood.

"Got it!" Ruby called as she and Francis went for a vantage point.

"Keep up short-stuff." Francis called out as he went to have a sniper nest ready.

"Yang you and Ren support Torunn while Blake you try and find us something soft to hit!" James ordered just as the Mandarin cut off the energy.

Weiss then fired a duel repulser beam at the Mandarin as he then created a barrier around himself. It then burst out with electricity before Nora came in with a grin. "Nora SMASH!" Nora called out showing she was one of the few people in the world who liked the Hulk as she smashed the hammer on the shield. The current was then absorbed into her as she began charging up her semblance as James saw this.

"Nora you and Azari will be with Torunn on this hit him fast and hit him hard!" James called out as he had a plan coming along.

"Got it!" Azari said as he and Nora went to help Torunn out.

"Jaune you and Pyrrha will get close and keep him on his toes don't give him room to attack!" James called out as Jaune heard this.

"Um… yeah sure." Jaune said as tad bit nervous on this plane of James.

"Pym you and me will help Weiss out she knows this guy so she knows how to go about this." James said as he got ready for it.

"I can handle him on my own!" Weiss called out before James got in front and blocked an energy blast from the Mandarin with his shield.

"Weiss this isn't about you he's after someone and clearly it's not for a play date and we also have innocent people involved if we don't stop him people will get hurt!" James called out as Weiss thought about it.

'Just like what father did with the company.' Weiss thought remember the fact her father basically sold weapons to the White Fang to further his financial agenda while also painting them as the bad guys. "Ok his powers come from the rings but without them he's already pretty strong each ring has a power of its own. Purple controls thunder, green is his energy blast attacks, blue is water, red is fire, and Yellow is Ice." Weiss said as she glared to the initiates. "And this is only a one-time thing understand?" Weiss said as James would agree for now.

"Alright then we have the game plan! Avengers Assemble!" James called out as they all moved into action.

"Nice catch phrase!" Yang called out as she and Ren charged at the Mandarin.

"I have no quarrel with you but if you aid this Iron Wench then you will die just like her!" He roared out before firing another energy beam. Yang and Ren dodged the attack as they slid out of the way. Pyrrha came in with her Javelin in rifle mode and began firing at the Mandarin. He then produced an energy shield to block it but he failed to account for Ruby and Francis. He was hit in a, blindside by Francis and Ruby together.

The Mandarin glared out as he was soon being stung by Pym as he tried to swat him away. Pym dodged the oncoming attacks before he was attacked by Azari and Nora. Nora swung her hammer at the Mandarin while Azari used his weapons claws to try and trip the ancient overlord up. The Mandarin managed summoned his flames and sent it out knocking them back only for Yang to start fist fighting him.

"Oh tin can you're going back to the stone age!" Yang yelled as she sent punches at him. Ren then came in and went for his head as he began slashing at the head in question. The Mandarin then send out Ice at Yang before he grabbed Ren and slammed him into Yang just in time to have Weiss fly in with the uni-beam and with it her glyphs firing off ice spikes.

The Mandarin dodged the spikes and used his barrier to block the beam but Weiss powered it on. Torunn then came and absorbed the power from the barrier into her sword and in turn leaving the Mandarin to take the hit.

He was sent flying back from the attack only for him to summon the barrier again and use it to cushion the fall. The Mandarin came at them again only for James to throw his shield at him. The Mandarin didn't see it coming so when he was hit by the spinning shield it returned to James hands. This distraction allowed the Mandarin to be left open as Jaune and Pyrrha came in slashing swords at him. He then fired an energy beam at Pyrrha who blocked it with her shield but was sent flying back into a few trees.

Following this up, he proceeded to grab Jaune by the head before flying forth and grinding him against the ground. His aura protected him but the Mandarin then threw him aside refusing to waste his energy on the weakest link.

"Fall back we need more ground!" James called out as everyone did as told knowing James knew exactly what he was doing. They made a run for it as the Mandarin gave chase clearly not taking well to being harassed by these mosquitos.

(At the deeper ruins)

Once they got to the bridge they saw it would lead them to Beacon as they stopped at the gate and turned around. "Ok we make our stand here! The Mandarin does NOT get through here understood!" James called out as he was with his friends with Jaune being accompanied by Ren, Nora, and Pyrrha, and Ruby is being joined with Weiss, Blake, and Yang.

The Mandarin then appeared and summoned his magic causing the bridge to come apart behind them. "You will die!" He roared out sending the bridge pieces at them in a powerful burst. He even used the Energy Ring to fire a powerful beam at them. The results was as expected as they were knocked to the other side of the bridge save for a few.

"Guys!" James called out seeing Blake, Ruby, Francis, Jaune, and Yang falling before Torunn got into action. Pym could handle himself as could Weiss. But both Weiss and Torunn grabbed Ruby, Yang, Jaune, and Francis. Torunn managed to grab Jaune and Francis while Weiss went for Ruby and Yang.

But Weiss only managed to grab the two but missed Blake by an inch. "No!" Weiss called but Blake had a hunch this could happen.

Blake then acted and responded by using her sword and slashing at it with both sword and sheath as she had already pulled her sword back. Torunn once she dropped off the boys grabbed Blake and the group managed to regroup.

"He's tougher than we thought." Blake said as Weiss saw this and knew from firsthand experience.

"You have no idea." Weiss said before James came in.

"Then we need to hit him with everything we got." James said before Jaune had an idea.

"Wait those rings they flash to life every time he uses one of them." Jaune said as he had an idea.

"Ok and?!" Yang asked as then Pym saw the idea.

"We keep the groupings and have each group attack based on what ring he uses." Pym said seeing the strategy.

"Exactly!" Jaune called out as Ruby saw how this idea could work.

"Here he comes!" Ruby called out as they all got into positions fast.

The Mandarin fired off his ice shards at them to which James, Jaune, Pyrrha, Weiss, and Torunn got to a defensive line with shields and Glyphs. Torunn spun her sword around by its strap creating a shield of her own to protect her friends and allies. Once the attack let up Blake, Ruby, and Francis jumped in firing at their foe. The Mandarin fired off his Energy Blast from the green ring and a fire attack from the red ring forcing the two to avoid it.

The Mandarin then caught an arrow in his hand curtesy of Francis as he looked to see him hanging on a legs with his legs hooked to it. Francis then smirked as the Mandarin then heard a beeping sound before the arrow head exploded knocking him down to the ground. AS the Mandarin got back up James and Blake charged in as James transformed his Widow Magnum into its sword form. He began slashing at the Mandarin and bashing him with his shield before jumping back allow Blake to take over. The Mandarin tried to attack her but Blake with her semblance left an after image in her place to take the blow for her. Following up Blake was Pyrrha and Yang as Pyrrha used her skills to throw the Mandarin off his feet before Ren ran around firing at him. Then Yang began to hit him with Ember Celica as the Mandarin was losing his foot ground here.

He then fired off his purple rings power and in turn Torunn and Nora came in and absorbed the power from it. Once they had the juice Weiss came in and fired off her repulser blasts at the Mandarin. Nora then came at him and swung her hammer about and in turn sending him flying back by Nora's raw uncontrollable power.

"Torunn fire the lightning at Weiss!" James called out as the Mandarin got back on his feet.

"What?" Weiss asked in shock to this.

"I will not be defeated here you worthless insects!" The Mandarin roared out as he got back on his feet.

"On it!" Torunn called as she began to aim at Weiss.

"WHAT!?" She called in shock and in turn Torunn did as told.

She raised her sword to the sky and channeled her power before she released it torts Weiss who tried to block it. Weiss cried out in shock as everyone was shocked at this plan of James. Once the lightning let up Weiss with a few burn marks on her armor was ok and alive. In fact she was better than ok if you could see her screen.

(Weiss)

"Ms. Schnee power is at 400%." Jarvis said as Weiss was shocked at hearing this.

"Well that was unexpected." Weiss said realizing what James had told Torunn to do.

(Battle)

Weiss then fired off both repulser beams and the uni-beam and hit the Mandarin dead on with it. Azari and Pym then came in as Azari slashed at the Mandarin with his claws before jumping away. Before the Mandarin could attack Pym went low and then grew to his giant size causing those who saw it to be surprised. The Mandarin of course was sent to the sky before Ruby saw James.

"James heads up!" Ruby called out as James got ready and in turn Ruby landed on his shield using Crescent Rose. James then pushed up while Ruby shot off a bullet launching herself to the sky where the Mandarin was. She then spun with her scythe and slammed the Mandarin back to the ground hard enough to create a crater from the blow.

The groups began to gather around the Mandarin's crater their weapons drawn just in case. Soon they saw the smoke burst out revealing the Mandarin but he then fell to his knees as it was clear he was tapped out. "To be bested by children… how shameful." The Mandarin growled as he clenched his fist that held the five rings.

"Give up and turn yourself in." Weiss said as she had her armors weapons all aimed at the Mandarin.

"No… I won't… lose HERE!" HE roared out releasing a current of thunder from the purple ring to create a distraction. Before any of them could respond the Mandarin used it again and escaped with his tail between his legs.

Once this was done they all sighed in relief as Weiss looked to the group. "Thanks." Weiss said as she smiled to the gathered heroes and huntsman around her while her face place came off again.

"No problem you'd make a great Avenger." James said as he looked to Weiss.

"Avenger?" Weiss asked as Pym sighed a bit but it was Francis who spoke.

"Remnant's mightiest heroes, huntsman, and huntresses united together against a common threat." Francis began as he looked to Weiss. "Basically like a club or something so when we're needed we can fight foes no single one of us could defeat." Francis said as they were catching their breath.

"And you want me to join so to speak?" Weiss asked as she looked to them skeptically.

"Yeah if you want." James said as he was offering his hand to her to become an Avenger.

Weiss then turned around and began to walk away. "Not interested." Weiss said as she began to walk away.

"WHAT?!" Came the voice of everyone but James.

"Look save for a huntsman team I don't exactly work well with others." Weiss began as she looked to them. "Besides I already have all I'll need to face these 'threats,' alone." Weiss said but that was only part of it. She assumed like many these 'heroes,' wanted to mooch off her talents and tech just like how her own father did.

Yes they managed to defeat the Mandarin for now but he'll come back he always comes back and she still needs to find those other 5 rings before he finds them. If he was to be defeated she had to be the one to do it seeing as he had used her stolen tech to build himself a criminal empire.

"Alright." James said as this shocked everyone even more. "But if you change your mind offer remains open." James said as he began to walk a bit.

"Hey lets go get those relics and head on back." Ruby said as James smiled a bit not minding not getting a relic… at least his team will have those relics instead.

"Come on Ruby I'll give you that lift now." Weiss said as she then had Ruby get on and in turn took off. James knew though Weiss would come around eventually as he saw her fly off with Ruby to get the relics left behind at the ruins.

(Scene Break Team Assignment Ceremony)

"Russel Thrush. Cardin Winchester. Dove Bronzewing. Sky Lark. The four of you retrieved the black bishop pieces. From this day forward, you will work together as Team CRDL, led by... Cardin Winchester!" Ozpin said as there pictures and team names appeared in the big screen just before people applaud them. It was then that the next set of students walked to the stage. "Jaune Arc, Lei Ren, Pyrrha Nikos, and Nora Valkyrie the four of you retrieved the white rook pieces from this day forward you will be known as team JNPR." Ozpin said as JNPR's faces and team name appeared on screen and Nora hugged Ren. "Lead by Jaune Arc." Ozpin said surprising Jaune as people applauded them.

"Huh... Me?" He asked surprised to see this.

"Congratulation young man." Ozpin said as Pyrrha smiled and did a playful punch to Jaune which knocked him down. "Now Blake Belladonna, Ruby Rose, Weiss Schnee, and Yang Xiao Long the four of you retrieved the white knight pieces from this day forward you will work together as Team RWBY lead by Ruby Rose." Ozpin said surprising Weiss as with Ruby but for different reasons. Weiss felt Ruby had a lot of room to grow and felt she needed time to grow. But for now she'll give her the benefit of the doubt the girl knows her weapons and was clearly playing as she went when they took on the Mandarin.

It was when the, applauds started that Yang went to Ruby. "I'm so proud of you!" Yang said as she hugged Ruby.

"Now for the next and last team to be named, we've had to bend the rules a bit, since there was no easy fitting name to come up with and all five of these students had more than proven their worth, so we'll be making this one very simple! Please step up on to stage. James Rodgers, Henry Pym Jr, Francis Barton, Azari T'challa, and Torunn Thorsdóttir." Ozpin began as once called all five Avengers had made their way to the stage Ozpin spoke up as they remained silent.

"The four of you retrieved the White Knight pieces and one of you had shown leadership skills rarely seen amongst this group of initiates! From this day forwards, you will together as Team Avengers! Lead by... James Rodgers." Ozpin said as he then looked to James with a warm smile. "Congratulations, young man, I'm sure your father would be very proud of you." Ozpin said as he knew James was already a great leader and for him his teammates was also his surrogate family.

"Thank you sir." James said as he smiled at the standing ovations Beacons first five man team.

(Meanwhile in an undisclosed location)

In a warehouse that serves as Romans current hideout he was on the phone with a mysterious person before the call ended as he put the phone down and sighed. He then took out his cigar and light it just as a man in a white uniform with a Grimm Mask came in. Roman then took out Lien cards and gave them to the individual before speaking. "Open it." He said as the young man did so.

Inside where Dust Crystals of different colors as Roman looked at it as behind him was a map of the City of Vale with certain areas marked for some unknown reason. "We're going to need more men." Roman said as he knew if the plan was going to work they needed help.

(Meanwhile)

"So…" Began the voice of a green wearing man with a helmet that had horns on it. "Back on Remnant." He said as he was clearly Asgardian by nature. "But now seeing as my niece is here with my dear daughter I wonder how we will play this game." He said as he knew his staff was here as he stood atop the museum it was kept in.

"Don't worry Hela daddy will be over soon with your birthday present… or was it Cinder. Naming's here can be such a bother at times though the artistic pleasure of it does wonders for me." Loki said as he could appreciate art when he sees it even at its most basic of starting forms… colors.

Loki was now on Remnant and it seems the Avengers job here has gotten far more difficult as it was. But they were avengers and they fought as one and win as one. But if they lost as one then they will be sure to Avenger this planet because that's what Avengers do as heroes.

(TBC)

ESKK: The newest chapter I hoped you all enjoyed it. So please be sure to leave a review as you leave and again ja-ne.


	7. Chapter 7 The Avengers 1st Day of School

Next Avengers Heroes of Remnant

ESKK: New chapter let's get this party started right folks.

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Torunn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Torunn. Torunn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

(Start Team RWBY's room morning)

It was morning as the young heiress Weiss was waking up after a goodnights rest. As she got up she stretched and rubbed he sleep out of her eyes as unknown to her Ruby was beside her in uniform with a whistle and she didn't realize it until it was too late which was when Ruby blew the whistle. The shrill sound cause Weiss to yelp and fall in surprise as Ruby smiled. "Good morning team RWBY!" She called out with a smile on her face.

"What in the world is wrong with you?" Weiss asked clearly not liking the wakeup call.

"Now that you're awake we can officially begin our first order of business." Ruby said as Weiss was confused.

"Excuse me?" Weiss asked before Yang and Blake appeared also dressed in uniform.

"Decorating." Yang said with a smile on her face.

"What?" Weiss asked shocked.

"We still have to unpack." Blake said as she lifted up her suitcase before said suitcase popped open spilling its contents all over. "And clean." Blake said as Weiss sighed before Ruby blew the whistle again surprising her to the floor once again.

"Alright Weiss, Blake, Yang, and there fearless leader Ruby have begun there first missions banzai!" Ruby called before Yang and Blake appeared on either side of her.

"Banzai!" They called before they leaned to the side which was then followed by the beginning of decorating the room.

No normally Weiss would have had Jarvis scan the room for a proper way to unpack and decorate the room. But right now she was not in the mood for that and further more… she also had to give her teammates their opinions.

Despite one of the four members was being nothing short of enthusiastic, the settling in part went off without a hitch. Ruby was able to clear out most of the dust bunnies that had occupied the dorm for some time, while Yang and Weiss hanged up some pics on the wall as they put up an Achieve Men poster and a Forever Fall painting respectively. Blake was in the middle of organizing her book collection which came to a screeching halt just so she could find someplace to put Ninjas of Love that she looked shocked and worried look and quickly went to hide it. Ruby, realizing she was doing a whole lot of nothing, decided to be of some use and open the curtains and it went as well as one would think when Ruby cut the curtains up.

After some time has passed, the team was finally finished with their room (complete with a repaired curtain). There was just one problem as Team RWBY took noticed of the pile of beds taking up space in the center when Weiss spoke up. "This isn't going to work." Weiss said as she saw they didn't have much room here.

"It is a bit cramped in here." Blake said as she saw the room was very cramped in here.

"Maybe we should ditch some of our stuff." Yang suggested as they could due to ditch a few things they don't really need here.

"Or we could ditch the beds…" Ruby's idea definitely turned some heads. "And replace them with BUNKBEDS!" Ruby cheered as she looked to this whole thing.

"Um, that sound incredibly dangerous." Weiss said as Yang then spoke up.

"And Super Awesome!" Yang called out read to go for it.

"It does seem efficient." Blake said as she tried to keep calm here less they end up drawing out the beast within Ruby again till they can know for a fact what draws it out from the young Red colored Huntress.

"Well, we should put it to a vote." Weiss said as Ruby smiled.

"Ha, I think we just did." Ruby said as Weiss was now 3 against 1. So henceforth the team got moving on setting up the four beds. When the dust settled, the surprisingly stable bunkbeds were complete. "Objective complete!" Ruby said as she smiled at their work on their room.

"So wonder what our five man team is doing?" Yang asked as she sat on the chair and relaxed a bit.

"Who knows maybe doing some avenging?" Ruby asked as this got a laugh from the group a bit save for Blake.

Blake was still kind of upset with Weiss. Yes Weiss when she was in Vacuo for the SDC got her eyes opened by the White Fang and saw things from their perspective but she should be aware she can't handle every threat that comes her way. The Mandarin will probably get stronger with more of those rings and that's just the tip of the iceberg with powerful foes. Blake knew how Weiss escaped the White Fang after all how many girls can build a powerful suit of armor made from scrap metal and parts that should be useless and blast their way out of a cave they were being held hostage in alone?

Plus she sold out Adam who was currently in prison since despite her witness testimony and pleas to get him some mental help Adam screwed himself over. From his list of crimes both that Blake knew and that she was horrified to learn about Adam was possibly looking at life in prison with no parole. She knew Adam wasn't well but the rest of the world didn't see that. What they saw as an insane terrorist who didn't just target those who used Faunus Labor or refused to sell to Faunus but he attacked humans without discrimination of the good ones or the bad ones.

She just hoped Weiss could talk to Sienna Kahn and discuss possibly peaceful paths to stopping the White Fangs violence.

(With the Avengers)

"Pym he won't buy it." Azari said as he, James, Pym, and Torunn were in their uniforms. Torunn of course was a bit unused to the idea of skirts seeing her state of dress with it.

"Oh come on he grew up in the apocalypse he will totally buy it." Pym said as James looked to them.

"I have to agree with Pym and if he walks out of the bathroom wearing it you clean the dorm for the next two weeks." James said as Azari rolled his eyes.

"Yeah and if I win you both clean the Dorm for a week each." Azari said being fair about this small wager.

"If you three are going to talk like this I shall head on ahead to our class posthaste." Torunn said as he then went on ahead to their first class today.

When Torunn left the door to their bathroom opened and from it Francis walked out with the male's uniform blazer… and the girl's uniform's skirt. "Ok so this is a uniform Kilt?" Francis asked trying to make sense of this.

Azari was wide eyed that Francis actually went and did it as the two boys smirked to the Black Panther. "Have fun cleaning the dorm room." Pym teased a bit while smirking at the king.

(RWBY Dorm Room)

"Ok now our next order of business is…. Classes." Ruby called out as she sat down on her bed with their class schedule on her lap in a book which caused a groan from Yang not surprising. "Now, we have a few classes together. First off is Grimm Studies at 9 o'clock-" Ruby began but Weiss heard this.

"Wait," interrupted Weiss. "Did you just say '9 o'clock'?" She asked as she was wide eyed by this information.

"Uh…" Ruby trailed off lost on this.

"It's 8:55, you dunces! Hurry up!" Weiss cried running out the door.

(Outside

Weiss is the first rushing out of the room and down the hall, the members of the Avengers, RWBY, and JNPR peeking out from their doorways to look at her go.

"To class!" Ruby commanded as she ran out, followed by Yang, and Blake.

"Don't you have an AI butler for this sort of thing?!" Yang asked as she remembered Jarvis.

"I haven't installed him into our dorm yet!" Weiss countered as she ran to class.

Jaune Arc sweat drops. "Class...?" Jaune asked before he ended up losing his balance and ends up toppling Nora Valkyrie, Pyrrha Nikos, and Lie Ren on top of him. He manages to get out from under them and start dashing. "We're going to be late!" Jaune called out as he ran after his classmates with is team following him.

"Let's move Avengers we can't be late on the first day!" James called out chasing after JNPR so they could all make it to class and meet up with Torunn there.

(Later at the Courtyard)

In the courtyard, Professor Ozpin and Glynda Goodwitch watch the three teams hurry through the school. Glynda looks at her watch, and Ozpin simply sips his coffee before Glynda saw Francis and nearly lost her footing. Even Ozpin nearly did a spit take in her face but had enough control not to.

"Well haven't seen that old gag in a long time." Ozpin said as he saw Francis running for it to get to class.

"Should we stop them?" Glynda asked as Ozpin looked to this.

"A small laugh on the first day never hurts anyone considering who their class is with." Ozpin said as Glynda had to agree with this one.

(Later)

"And we made it!" Pym called out as they had a good two minutes to spare.

"Ok Team RWBY, Team JNPR, and Team Avengers welcome to." The chubby professor Peter Port began but was then wide eyed at Francis as with the class.

"What never seen a kilt before?" Francis asked as Peter had one thing to do as he looked to be holding in his laughter.

"Excuse me." Peter said as he exited the class while the others found there seats.

Once he was out of the room Peter was heard bursting into laughter as no doubt having no more control as the way he laughed was like the one when told an old yet hilarious joke. "Dude why are you wearing a skirt?!" Yang asked laughing as Francis was lost here.

"Um skirts are the same as kilts right?" Francis asked completely unaware of the fact his teammates punked him on their shared first day.

"Francis that is not a kilt." Torunn said as she pitied her boyfriend for this.

"Yes it's a skirt." Weiss said to which she then gestured to her own uniform. "A skirt for the girl's uniform." Weiss said but Ruby then joined Yang's laughter.

"Wait you guys told me… you sons of bitches!" Francis yelled as he glared at his teammates.

"You actually got him to do it!?" Ruby cried out and though she wasn't in on the prank she was enjoying it regardless.

"Oh you three are dead!" Francis called out as he chased after the three as the boys ran for dear life.

"Run for it!" Azari called out as he uses his reflexes to jump away to avoid Hawkeyes' wrath which was a punch to the face.

"I shall retrieve for him a spare set of men's wear." Torunn said before she began to fly off back to the Avengers dorm room.

(Scene Break Cinder)

Cinder Fall was a girl of many desires and many mysteries. She liked to keep those mysteries hidden for good reason. Ever since she could walk and crawl she has had this thirst for more and she knew she was meant to have more. Her power right now was incomplete after the transfer of the Maidens magic was cut off by Qrow.

They have the White Fang working for them but the problem is they won't do much without Adam in play. She needed a meant to break Adam out of Prison and right now the Schnee boy wasn't ready yet with his Titanium Man armor. These meta-humans, mutants, and the like have been popping up all over Remnant. First that Wolverine over in Atlas as well as Ironheart, in Vale they had these 'Avengers,' and from what she was hearing over in Mistral a man in a red devil outfit and another man with a skull on his shirt.

Mind you many foes were popping up and as much as Cinder loathed to admit it she needed help. First thing to do would be to break Adam out of prison and to do this she needed said help. The White Fang had limits so she could not rely on them add the fact Adam was in a maximum security prison the White Fang over in Vale was ill prepared for such a task like that.

That was when a new voice was heard one she was very familiar with and loathed to this day. "Ah it does a fathers heart great joy to see his daughter scheming like that." Came the voice of Loki as he walked out with his staff which he retrieved from the museum and left a fake in its place.

Cinder glared at him knowing this man was the source of her life's hardships due to his manipulations of her life. "Loki." Cinder growled glaring at her Asgardian father.

"Ah you do remember me Hela." Loki said only for Cinder to fire off a blast at Loki who turned to smoke and avoided it.

"Do not call me that." Cinder growled as she glared at her father.

"Oh is that any sort of greeting Hela, after all when I heard your plans got derailed I had rushed here as fast as I could to provide you with aid." Loki said as Cinder glared at this vile trickster.

"Knowing you, it comes at a cost I don't need it." Cinder said as Loki smiled to this seeing his daughter turn away from him to return to her schemes.

"Oh then have fun losing to your cousin, Torunn." Loki said as Cinder was wide eyed at this.

"What?" Cinder asked as she glared over to Loki once again.

"Yes it seems my brother your uncle Thor King of Asgard has himself a daughter who like me had made it to this realm." Loki said causing Cinder to listen intently. "See my offer is simple I provide you with aid and you will, test the waters, as it were with your cousin and her friends." Loki said as the request was simple enough but things with Loki are never simple.

"What do you get out of this?" Cinder asked glaring at Loki with hatred showing she had some 'daddy issues,' going on.

"Well I could call our world serpent or Fenrir but where would the fun be in that?" Loki joked but then got to it. "But yes I do have something out of this I want to see who is stronger a daughter of Loki or a daughter of Thor." Loki said as Cinder saw where he was hitting, her pride. But not that she could blame him… she refused to be weaker and the fact she had a cousin who had power like hers… it was unacceptable.

"Very well what aid can you give me to free Adam and continue my plans?" Cinder asked before Loki too out some papers.

"A few individuals who can give you some help." Loki said before passing the papers over to Cinder who looked them over.

"Rhino, Whirlwind, Beetle, Sandman, Vulture, and…" Cinder read off but noticed a missing spot.

"And Titanium Man." Loki finished as Cinder saw where this was going.

"The Schnee girl will realize the suit design is hers and when she goes in we can take her down while the group breaks Adam out." Cinder said as she saw how this idea could work.

"Now you see it my dear child." Loki said before he placed the staff on the table as well. "You will need that though if she is anything like her father you will need those Asgardian powers you nary rely upon." Loki urged to which Cinder took the staff while she glared at it. "Now then I must be off chaos to cause people to trick, pleasures to enjoy; you know daddy stuff." Loki said before vanishing in a cloud of green smoke before Cinder could try to blast him again.

Cinder then sighed in frustration before she went for her scroll and contacted Watts. "Dr. Watts… I will need Titanium Man sooner than expected I have a plane to break Adam out and I need information on the following people." Cinder said as she began typing on her scroll. "Sending you the names now." She said knowing that if she couldn't do the job with what she had on hand she'd pay someone else to do it for her instead.

(Back at Beacon)

After Peter had calmed down and Francis dealing with girls saying he had nice legs class resumed as normal with Hawkeye now wearing pants thankfully. "Monsters, demons, prowlers of the night, yes the creatures of Grimm have many names but I merely refer to them as pray." The chubby man with grey hair and a large mustache that seemed to cover his mouth said as he was clearly a huntsman as on the wall was a gun mixed with a battle axe.

Ruby who was sleeping was woken up by this boring man's lecture that seems to be bordering to a long winded tale of his youth. Peter Port saw his joke though didn't sit well so he continued. "And you shall too upon graduating from this prestigious academy. Now as I was saying Vale as well as the other three kingdoms are safe heavens in an otherwise treacherous world. Our planet is teaming with creatures who would like nothing more than to tear you to pieces and that's where we come in." Port said as he walked side to side before stopping.

"Huntsman, Huntresses." He began before clicking which made Yang sigh in annoyance to this. "Individuals who have sworn to protect those who cannot protect themselves from what you may ask why from the very world." Peter said as Pym was sleeping but was woken up by Azari who zapped him with a small shock from his finger. It was then a random student cheered before everyone looked at him causing him to sit down. "That is what you are training to become but first a story." Port said as he looked to his class. "A tale of a young, handsome, man. Me. When I was a boy." He began and in turn the three main teams began to drown him out as to them all they heard was blah, blah, blah.

Weiss was on her scroll with Ruby working on some armor designs, upgrades to their dorm room, and the final touches to Schnee Tower for the Vale Branch of the SDC. Torunn was dosing off from the boring class while Blake was taking some notes herself. Francis was nearby messing with his classroom supplies and using them to make a makeshift bow and arrow that worked. He then used it to fire a paper arrow at Cardin who rolled his eyes just in time to miss where the paper arrow had come from. Francis snickered as this as Ruby joined in on his snickering after she had seen how mean Cardin was to Jaune before class.

Pym was taking notes but found himself dosing off as Weiss kept a recorder out so she can take notes on any important bits once Jarvis has had time to locate the important parts of this overweight man's longwinded tales. "Hey what about this, we can connect some pressure plates under the 'Yang-Buster's armoring that would help transfer the needed force to the power cells." Ruby said as Weiss had to agree.

"Yes but the problem is the battery would need to be able to contain and harness that sort of power and Yang is much smaller then someone like the Hulk." Weiss said as she brought this problem up.

"Well I was thinking about that and maybe we can have heavier lairs of armor at the shoulders, chest, and leg areas that way we can still have mobility and strength in one." Ruby offered but then Weiss looked to Yang's hair.

"Or maybe." Weiss said scrapping that and had the new Yang Buster Armor hold vents which Yang noticed a similarity. "The armor can get rid of excess energy by both channeling it through the armor itself and having vents to get rid of unneeded ones. The vents can then be used as a weapon once enough kinetic force from Yang's attacks is gathered and in turn we can actually bring Yang down if the need ever arrives." Weiss said not leaving this to chance when a powerhouse like Yang was involved in this.

But the Professor then cleared his throat getting everyone's attention back on him. "The moral of the story is a true Huntsman must be honorable." Peter began as each of the Avengers listened carefully. "A true huntsman must be dependable." He continued while Weiss paid attention to the teacher here. "A true huntsman must be strategic, well educated, and wise." Peter finished as it was clear the Avengers represented these traits best.

"So who among you believe themselves the embodiment of these traits?" Port asked hoping that one of these young Remnants Mightiest Heroes to be would answer the challenge.

"I do!" Torunn yelled out as she stood up tall ready to answer the challenge.

"Well then let's find out step forward and face your opponent." Peter Port said as he gestured to a large cage next to him that held a Grimm inside it to which Torunn knew would taste the sting of her blade. This Grimm had no idea it would be facing an Asgardian Warrior this day.

(A Few Moments Later)

Torunn was in her first outfit as she summoned her sword to her hand where she held it at the ready. Her teammates and friends were cheering her on save for Weiss as Francis smiled at Torunn. "Take it down babe!" Francis cheered as he smiled to Torunn.

"Alright. Let the match, begin!" Peter called out cutting the cage open letting the Grimm out as it was a Boarbatusk as it came out and charged at Torunn who was ready before using her sword to block it and using the momentum to knock it to the wall behind her where it got hurt bad but still lived.

The Grimm then charged at Torunn before proceeded to jump over it and slashed at its back making a deep gash on its back. The Grimm growled but felt the pain as the Asgardian held her blade at the ready in both hands. "Hah seems the Grimm wasn't expecting that." Peter said as Torunn knew the Grimm had never faced an Asgardian Warrior before.

"Hang in there Torunn!" Ruby called out to her friend hoping she would succeed. Torunn then spun her sword by the strap before throwing it and herself torts the Grimm.

The Sword got caught in the Grimm's tusks as Torunn 'appeared,' to be struggling. "A new approach I liked it." Peter said but Torenn then smirked and let her sword go.

The Enchantment upon it caused the weapon to be heavier than the Grimm could carry and thus it fell to the ground and was pinned. Torunn then jumped back and raised her hand torts it before the sword returned to her waiting hand. She then used the momentum seeing as the Grimm was still stuck and flung it off to the side with ease where it landed against the wall. Torunn was about to finish this as Ruby as this as well.

"Come on Torunn show it whose boss!" Pym called out as he smiled at their surrogate sister.

"Torunn go for its belly there's no armor there!" Ruby called but Torunn ignored her already knowing about that.

She then began to spin her sword above her building up an electrical charge just as the Hog began to spin like a wheel. Once it came at her Torunn fired off a powerful bolt of thunder and in turn the Grimm was knocked to the wall hard enough to be indented in it. Torunn then roared out and flew straight at the Grimm and stabbing it in its gullet. She then pulled out her sword causing the Grimm to fall to the ground limp.

"Victory!" Torunn cheered as the Grimm disintegrated into nothing as always.

"Bravo, bravo it appears we are indeed in the presence of a true Huntress in Training." Peter Port said as he was impressed with how Torunn dealt with the Grimm.

"Next time bring me a worthy foe I shall enjoy imbuing the fear of my blade upon it." Torunn called out as she dropped her stance and sheathed her blade.

"Very well." Peter said before he took note of the current time. "I'm afraid that's all the time we have for today, be sure to cover the assigned readings and, stay vigilant. Class dismissed." The teacher said before everyone began to leave.

"Wow." Jaune said as he saw what Torunn had did to the creature of Grimm.

(Later)

"That was amazing!" Azari called out as he ran on over to Torunn.

"I know." Torunn said as James then spoke up a bit.

"But a little overkill don't you think?" James offered as Torunn was skeptical about that.

"The Grimm was hardly a challenge it could not be helped." Torunn said before Francis remembered something.

"Oh yeah I still owe you three knuckle heads a punch in face each!" Francis called out as Pym was wide eyed.

"RUN!" Pym cried out as he then shrunk down and flew off. Azari went beast run and made a break for it and as for James he ran fast so Francis had trouble keeping up with the son of two famous and powerful super soldier Avengers.

"Get back here!" Francis yelled chasing after the three pranksters.

(Meanwhile with Forest and Glynda)

Forest was grabbing his things as he got ready to head out for the day. With his classes over with he had hoped to hit Vale for a quick run on a few particular items. He had been trying to find ways day in and day out to control the Hulk or at the very least make them two separate entities because if he didn't have to deal with the Hulk inside he would be free to live his life.

But as he was about to exit the door he was met with another voice on the other side. "Oh Forest." Glynda greeted after Forest had opened the door.

"Glynda." Forest greeted as he saw Glynda standing before him. "Um can I help you?" He asked looking to the teacher.

"Yes I'm assuming you're going to head into Vale." Glynda said as Forest figured there was a reason she asked.

"Yes see I need to pick up some components for a machine I'm building at the shop and I'd really like to go before it's too late." Forest said as he looked to Glynda.

"Very well I will be accompanying you then since I'm heading to the diner over there and considering we cannot have an incident with the Hulk I will be going to make sure you stay calm." Glynda said as Forest looked perplexed on this idea.

"Are you asking me out?" Forest asked as Glynda laughed a bit.

"No just making sure we don't have an Incident you know how the people of Vale can be at times." Glynda said to which Forest had to agree with her on that major assumption. People will be people and with his breath taking anger management issues it would be a miracle if he could keep calm in the city.

"I suppose your right." Forest agreed knowing full well how irritating people can be sometimes.

"Very well we best get moving less we miss the transport." Glynda said as she walked off with Forest as she made her way to the Beacon Air Docks.

(Later with the Avengers)

"Hey James how goes studying?" Azari asked as he, Pym, and James were sporting black eyes curtesy of Francis.

"Well there's a lot to go over but we gotta do it if we want to catch up." James said as he read the book he was holding.

"Posers." Pym said as he was already way pass them in reading material. "By the way where are Torunn and Francis?" Pym asked as Azari shrugged.

"They're having a study date in the library." Azari said as James wondered how they were doing.

(With Torunn and Francis)

"Come on!" Torunn called out as she and Nora were arm wrestling as it seems the students were cheering them on.

"You got nothing on me blondie!" Nora countered as it seems the pressure of their epic battle was causing damage around them.

"Come on Torunn show Nora whose the strongest there is!" Yang yelled as she had her money on Torunn.

"You got this Nora!" Jaune called out as somehow he was dragged into this event.

"Come on babe show her who's the real queen of thunder." Francis called out as he grinned at Torunn.

The electrical current charging between them was getting wild and powerful as it appeared something was about to happen. As the thunder dome formed around the two it began to shine brighter and stronger until chaos hit.

(Outside)

Glynda and Forest were outside the library as they were making their way to the Air Docks. "Well first day had gone better than I expected." Glynda said as Forest agreed.

"Yes none of the students managed to get the other guy to come out." Francis said as the two laughed a bit at that.

"Though I feel Ms. Valkyrie, Ms. Xiao-Long, and Ms. Thorsdóttir may develop into a source of headaches that I hadn't seen since Team STRQ." Glynda said as Forest could agree with her there. Yang the prankster, Nora the well Nora, and Torunn the muscle. It was like a can of worms from another reality that will destroy all in its path.

But before they could go further they ducked and cover as the doors of the library blasted apart and the windows shattered from the inside of the library. The two looked shocked and ran in to see Nora and Torunn on a broken table with students scattered everywhere and the library in ruins.

"We won!" Francis called out from atop a column of books clearly having the wind shot out of him.

Glynda sighed in frustration to this before she took out her riding crop as she began to fix the damage. Forest helped as he began to check over every student to make sure none of them were injured. He was a doctor after all and whatever caused this he figured Torunn and Nora were involved somehow.

(Back at the Avengers Room)

"Meh probably nothing major." James said not realizing the damage Torunn was causing to the school unsupervised by someone strong. The other two agreed for now as they honestly had no clue what they were to expect with Torunn on the loose with Nora and Yang accompanying her in chaos.

(Team RWBY Dorm Room)

"Ok and we… are live!" Weiss called out as soon the room came to life as Jarvis was heard in it.

"I am installed in the RWBY Server. All systems are operational Ms. Schnee." Jarvis said as Ruby and Blake were surprised by this.

"Let me guess this server will be operational while we're in Beacon." Blake asked as she looked to the Schnee born superhero.

"Yes which is good for us if we ever need an alarm clock." Weiss said glaring a bit at Ruby still remembering the whistle wakeup call from earlier this morning.

"Plus with Jarvis I can also connect to the Schnee Tower in Vale as its entering its final phases of constructed." Weiss said as this would allow her to be connected to her armors and better yet handle any issues as the Schnee Family Heiress.

"Awesome." Ruby said before Weiss saw the books she was reading.

"Jarvis can you get Ruby some coffee?" Weiss asked as she looked to Jarvis.

"Of course Ms. Rose do you prefer your Coffee a certain way?" Jarvis asked as he looked to Ruby.

"Uh yeah cream and five sugars." Ruby said as Jarvis understood and got the coffee in a flash.

Once he was done the coffee machine released the cup as Weiss took it and gave it to Ruby. "Ms. Schnee I have already scanned the bedroom and despite how 'unsafe,' the beds look it is surprisingly structurally sound but I suggest finding alternatives to the books as levelers." Jarvis said as Weiss nodded to this.

"Get me a list because I very much want to read those books." Weiss said as Jarvis nodded.

"Of course Ms. Schnee." Jarvis said as he got right to work on it.

"Well then we have assigned reading to do and we need to get you all caught up." Weiss said as Ruby felt like she wasn't going to like this little study session now.

(Meanwhile Cinder)

"Now I assume you all are aware of the task I asked of each of you." Cinder said as she looked to Rhino an augmented Rhino Faunus, as the same could be said for Vulture who was also here. There was also the ever silent Beetle, and the mutated human called the Sandman. "But before the mission could begin I am waiting on one more alley so until then I suggest you get familiarized with the tasked I've assigned each of you. I'm paying you all after all so don't make me regret it." Cinder said as the threat was simple.

Get her the money's worth she paid for this job or else not only will they not get paid but she will make them regret it for the rest of their lives.

(Scene Break Whitely and Watts)

"Young man the armor is not ready yet." Watts urged, Whitely but he would not listen.

"I will not stand around any longer then I must I need something for the presentation and you said the prototype was stronger than Ironheart." Whitely said but Dr. Watts glared to him.

"Yes but the Titanium and Vibranium have yet to be properly combined." Watts said but Whitely ignored him.

"Then you better hope the armor succeeds in its task!" Whitely yelled showing he was possibly losing it.

Whitely then pressed a button as the armor was fueled up and ready for deployment as it was clearly bigger then Ironheart's but the question remained if it was stronger. Yes it has all of her well known suits in mind but its first field test must be successful. After all he paid good money for this and if he can remove Weiss from play the fortune and company would be his and in turn he would put the family back on track since it seems the Schnee woman were intent on destroying his father's great legacy to the family.

Watts merely observed and saw Whitely had no idea what he was getting himself into. But he would observe and see the ways to improve Titanium-Man against Ironheart in battle.

(TBC)

ESKK: Thanks for reading this and sorry if it's short I made it as a filler chapter. Though Chapter 7 may be a bit since it will be original stuff instead of Jaundice and Forever Falls. Anyway I hope you all enjoyed this and leave a review as you head out and again ja-ne.


	8. Chapter 8 Titanium, Rage, and a Spider

Next Avengers Heroes of Remnant

ESKK: Hey let's start the new chapter right about NOW!

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Torunn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Torunn. Torunn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

(Start Cinder Hidden Location)

Cinder was standing before the gathered crooks and villains before her. She was lucky to see they all made it as Titanium Man was currently hidden away. "Now then I want to introduce you to your final teammate for this job." Cinder began as she then stepped to the side and made way for heavy mechanical footsteps.

The group were shocked when they saw him walk in making an entrance so to speak. "Allow me to introduce." Cinder began only for the giant to undue a cloak revealing a large suit of armor with a green circuit and what appeared to be an arc reactor spot on his chest.

"Titanium-Man." He introduced through a voice synthesizer as he glared down on his foes… or in Rhino's case straight in the eye. "And we are going to boost the White Fang's Moral but breaking Adam Taurus out of prison." Titanium-Man said as he looked torts the criminals.

"Ok and I'm guessing you have plan for this?" Vulture asked glaring at the group.

"Yes I do now pay close attention." Cinder said as she began to detail the plan to them.

(Scene Break Vale Rooftops that same day)

*Insert Elliphant-To the End

A web was thwiped torts a sign as a figure was seen swinging from the sign. The figure soon swung herself to the top of a building revealing a young woman who was seen wearing a spider and web themed outfit. She then walked to the edge and stretched a bit ready for the next part.

(Pause and Start Origin Montage)

The screen was showing comics with Weiss as Ironheart and the Avengers with individual Origin comics and even Hulk with his own Origin as Forest. A new comic joined it as the pages were being flipped through before landing on the pile at the top.

"Ok folks let's start at the beginning ok." She began as the comic showed up as 'Annie May Parker, Remnant's Spectacular Spider-Woman.'

(Back to Annie)

Annie began to take a running start as she began her little origin story. "My name is Annie May Parker and I inherited Spider Powers from my dad on Earth-18119 where I was Spider-Ling for like 11 maybe 12 years give or take at least before coming here." She began as the image showed her from Spider-Ling to Spider-Woman.

"See I was asked to come here because they needed my help and that was two years ago." Annie spoke as the scene showed the God of Light asking Annie to come to Remnant due to a major tremor he felt with her parents present. "Mom and Dad were against it but well I was head strong so I went behind there back on this and well here I am." She said as she was sticking to a wall like a spider.

"So while I was here for the past two years I've been Remnant's one and only Spider-Woman." Annie spoke as the screen showed her jumping off the building and utilizing her spider powers before she was seen running across the building tops. "And here is the rest." She told before beginning her montage.

"I went to school to blend in and was pretty smart." Annie began as she was shown in class.

"Joined a band and that did NOT turn out well." Annie was seen in a band where she had a rotten tomato thrown at her.

"Saved my new guardians life. He's away most of the time so I get free reign of the apartment." Annie said as she was seen flinging a web at Qrow Branwen who was blindsided thanks to his Bad Luck Charm Semblance but added the last part as she was seen in a t-shirt and sweat pants sliding across Qrow's apartment's hallway.

"Screwed up in saving my best-friend, Vernal's, life." She told as she was seen holding the corpse of her best friend Vernal a girl her age as standing over the two was a woman with a long Katana and red Eyes whose eyes were now glowing.

"So now I save everyone else." Annie said as the screen showed her fighting Doctor Octopus.

"And I didn't join Beacon I know it's a huge thing but I don't need some fancy combat school to be awesome." Annie told as she was shown walking away from the Beacon Admittance desk crumbling up the form and tossing it to the trash.

The scene then showed Annie swinging from building to build web slinging like the Spider-Woman she was. "Then one day something weird happened." Annie said as she was on a wall before she went wide eyed as her Spider Sense went off and showed her an image. She called it her Spider-Visions since she figured that since her parents had Spider Powers in a sense the Powers she got evolved to a new form.

Her dad told her how she met some kid named Miles Morales who could turn invisible and shock people but then told her he was in another universe so yeah.

Back the vision Annie began to see the God of Light again as he was talking to the Avengers. "I saw an image of the God of Light talking to these other kids and that was when I realized they were the Avengers… or at least another set of Avengers." Annie said as she was once more seen swinging on her web to the highest church base building she could find.

"I had some question and God of Light answered them." Annie told as she was in the white void again talking to the God of Light. "Apparently he was summoning some of the best heroes from across the Multi-verse to Remnant to jump start the age of Marvels before the Infinity Wars begin. Yeah I do NOT want to be dusted anytime soon and asked now I can help." She said as she was shown talking to the big gold dragon.

"Guy just tells me to keep doing what I was doing and when the time comes I'll know what to do." Annie said as the screen then showed Annie fighting bad guys.

"So I did that fought bad guys and kicked ass you know the super hero thing." Annie said as she was seen sitting on a gargoyle listening to her headphones that was blasting music for her. "So that's my story." Annie said as she finished her tale.

*End OST

(End Montage Back to Annie/Spider-Woman)

Annie was then seen swinging on a flagpole before using the momentum to fling herself to the sky and atop another building. She soon looks to the tallest building in the City which was Schnee Tower. From what she gathered Weiss Schnee was Remnant's version of Anthony Howard Stark or just Tony AKA Iron Man. But here Weiss calls herself Ironheart which makes sense all things considered. After All Iron Maiden was a heavy metal band, Rescue was one of Ironman's two sidekicks, and if she was Tony here then she was sure not going to be called War Machine. She thought maybe Iron Patriot but that was more American War Machine which was just the War Machine Armor painted Red, White, and Blue like the American Flag and also Captain America.

"Ok once the Avengers are formed I'm sending in my resume to them." Annie said as she was going to become an Avenger once the team forms since the Tower still had the Schnee logo on it. But it did look a lot like Avengers Tower in her opinion here. Meh constants and variables with the multi-verse a problem for someone else to deal with.

(Scene Break Schnee Tower Vale)

Ironheart was seen landing at the Tower as she disarmed her armor and entered the penthouse of the new Tower. As she walked she heard Jarvis as she walked down the path with arms taking her armor off while walking. "Ms. Schnee the architect for the Tower needs to speak with you about some of the Building specs. You then have a meeting later with the Finance Department and then the PR department concerning the Schnee Family Scholarship Fund and updates on Faunus Worker relations with the foreman's at the mines." Jarvis said as Weiss entered the Penthouse out of armor.

It was the weekend and thus she had the day off hence why she was here. "Ok any updates about the access passes for Team RWBY?" Weiss asked grabbing a drink as it was water for herself.

"Of course Ms. Schnee Ruby Rose has Beta Access allowing her access to your lab but not your armory as with Blake Belladonna with limited Alpha Access and Yang Xiao Long has Delta Access where she must have a chaperone at all times while in any place but the main entrance, restrooms, and Penthouse." Jarvis said while listed off Yang's limited access.

"Good can't have her finding the Yang Buster or getting close to any of my armors and tearing the place apart in a joy ride." Weiss said rather avoiding such a thing with Yang involved.

"Of course Ms. Schnee also your sister and mother have tried contacting you they asked me to inform you when you have the time." Jarvis said as Weiss nodded in response to the AI Butler.

"Connect them to my Scroll I'll take it." Weiss said figuring she had time right now knowing things were still stressful at home with her father out of the picture.

"Very well Ms. Schnee also do remember Ms. Rose, Ms. Belladonna, and Ms. Xiao-Long will be on the way soon." Jarvis said as Weiss heard.

"Understood." Weiss said as the Genius Ice Queen was already ready for their oncoming arrival.

(Meanwhile over with the Avengers)

"Why are we in Vale it's so boring!" Pym complained as the Avengers were exploring Vale together as a team.

"Because short stuff Torunn wanted to find reference to Asgardian Lore here, I wanted to get some parts for new arrows and ammunition, Azari wanted to explore, and James figured it would be a good bonding experience." Francis said as he was in the group but closest to Torunn.

"That… and I heard some rumors about a web slinging vigilante." Evan added as he led the group. "I just wanted to investigate it." James said as he walked with his friend to locate the web slinger.

"Isn't it a bit early for expansion?" Pym asked as he flew up next to James after shrinking down.

"Yeah but it wouldn't hurt to check it out." James added as he was right on the money with thought.

"Fine but still what would it prove?" Pym asked as he didn't want to waste time for something boring.

"That either A Remnant is getting its own version of heroes or B we may not be the only ones who came here." James said while leading the group.

"So we must make haste less we lose any trail to follow!" Torunn called out as she was in her first outfit of blue Asgardian combat armor.

(Meanwhile with Forest and Glynda)

The two were seen walking through Vale as Forest was holding a box of supplies he had just purchased as Glynda walked with him to make sure no incidents occur. After all the Hulk was to unpredictable so she was both a precaution and a safety net in case of an incident occurring involving the Hulk coming out to smash. After all the Hulk was quick to anger and never easy to reason with or calm down once he's out. Glynda has had the best chance so far seeing as before they broke up Glynda had managed to keep the Hulk from causing too much damage and focus it on the Grimm attracted to the Hulk's Gama Energy fueled rage.

So right now the two were exploring the city for anything catching their fancy or for something Forest could use to build his machines later. Forest he was two things a healer and a builder and seeing as he was an expert in Gama energy when the Hulk was considered it wasn't too far off that he was more of a thinker then a smasher. So while the Hulk was all brawns Forest was the brains of their Jekyll and Hyde relationship while Hulk was the brawns in the relationship.

"So did you manage to find the parts you needed?" Glynda asked to which Forest nodded.

"Yeah and also a few other components for a machine I'm working on." Forest added as this machine would hopefully stop the Hulk if it ever came down to it.

"Intriguing." Glynda responded honestly curious to what the machine Forest was working on was.

"So was your hunch about the three terrors correct?" Forest asked as Glynda sighed and rubbed her eyes a bit.

"I'm still trying to find the books that got lost when Torunn and Nora had their competition." Glynda said as she was trying to figure out how a book ended up all the way in the Emerald Forest Unscathed from the explosion, flight, and landing.

"Luck?" Forest offered as Glynda gave her ex a sour look for his attempted joke. "I'll shut up now." Forest said knowing Glynda was not one to challenge unless you were the Hulk right now.

"Still just be glad you weren't hurt otherwise we'd be having problems." Glynda said knowing full well how easily the Hulk transformation was set off.

"No kidding." Forest said as he had to agree with the combat instructor for Beacon.

But as they walked they began to walk by the local Prison. Due to the fact Prisons are a hub for negative emotions it made placing them outside the Kingdoms dangerous for the criminals they try to rehabilitate in there. So as much as many people may dislike it the prisons were placed inside the Kingdoms located in areas away from major spots. This particular Prison called 'The Hull,' was one that doubled as an asylum for the criminals here.

It wasn't ideal but it was for the best knowing how dangerous some of them can be. Plus with its most recent inmate Adam Taurus the White Fang's moral has taken a huge blow with him locked up looking at life in prison with no chances at parole. In other words Adam may very well die in prison for the crimes he has committed from murder, theft, and arson alone.

"Well this is an eye sore." Forest said as he saw the prison with Glynda.

"That it is." Glynda agreed as she saw the structure. "But not everyone in the world desires peace like others do it's the problem we all have grown accustomed to Glynda confessed and so long as the world like that exists the Hulk will have plenty of things to Smash.

The two began to take their leave of the location until an explosion was heard at the wall as the two had to duck and cover when they heard it go off behind them. The Prison had a hole busted through causing them to go wide eyed when they saw the Beetle Flying with a jet pack after launching missiles from his shoulders. When the launchers retracted he began to fly in before a Tornado was seen and from it Twister made himself known.

"Beetle did it move in!" Twister called out ready to do the job and get paid.

Glynda and Forest got to cover just in time to see Rhino charge into the wall and started bashing his way through the walls as Twister caused some chaos about. Alarms sounded about as this was causing a break out for the Prisoners in there.

"Oh no." Forest said as he saw what was happening.

(Scene Break Schnee Tower RWBY)

"This is awesome!" Ruby called out leaving a mess of rose petals as she dashed at every gizmo in the penthouse owned by Weiss.

"Ruby calm down we don't want to make a mess here." Blake said as she saw Weiss working on a repulser Gauntlet while flexing the fingers of it.

"Hey let her have her fun not like we can always enjoy a penthouse." Yang said as she tried for a strawberry sunrise… only to be declined cause of the access Weiss gave her. "Now if only we can ALL enjoy the penthouse." Yang growled glaring at Weiss as she did her maintenance.

"Well we can't exactly trust you with all this expensive stuff in here." Ruby confessed as Yang was horrified by what Ruby had just said.

"My own sister has betrayed me!?" Yang cried out in shock at Ruby's accusation to her elder sister.

"She's not wrong." Weiss added from her spot shocking Yang even further.

"If the shoe fits." Blake commented as it seems Yang was the center of insults.

But then the alarms sounded as the group panicked to this. "What's going on?!" Ruby asked in shock as she heard this.

Just then Jarvis was heard as he spoke up with a sense of urgency in his current update. "Ms. Schnee It appears the prison is being broken into." Jarvis said as Weiss knew it must be the White Fang.

"Dammit." Weiss cursed as she got ready to suit up.

"Ms. Schnee I would like to also inform you that the Gyro Oracle is Operational so to provide you with aid from here." Jarvis said as Weiss had an idea as she looked to her teammates on this subject. Just then a gyro seat of sorts lowered itself from the ceiling as Weiss had an idea for this.

"Ok Blake you get to drive this Ruby you're in charge and Yang don't touch anything." Weiss said as she headed to the balcony where she had her armor prepped. "Also Ruby." Weiss began before Yang could protest. "I need you all to be my mission control here so I'm counting on you." Weiss said as she made her way to the balcony as it had shut Yang up for her.

"Got it Weiss your armor your call." Ruby said knowing Weiss knew the Ironheart armor inside and out since she did invent it after all.

(Scene Break with the Avengers)

Rocket Lockers landed in the Streets of Vale closes to the Prison as the Avengers grabbed their weapons from it and charged in. "Avengers Assemble!" James called out as he and his team ran down the Prison. Torun was holding a simple sword/cane combo in her hand while in her regular gear. She seemed to have learned her father's method of blending in or at least a variant of it as she slammed the sword down and summoned forth its true form and with it her golden armor while the others equipped there weapons and Pym activated his powers.

The group headed for the prison and saw the Prison Break going on as Prisoners were being held back by Glynda to keep them inside. "Pym Torunn break that up fast!" James called out as Pym nodded as did Torunn.

"Got it!" Pym called out as he and Torunn then flew on ahead and did there thing.

Torunn summoned forth her storm power and sent down bolts of thunder upon the crowd of criminals sending them away. The inmates did their best to avoid the attacks but seeing as they had aura suppressing collars on it made it difficult. Next was Pym who fired off his Wasp stingers at a, few of them causing them pain before he flew up high. Once he was unseen he activated his powers again and came down as a Giant.

"Mr. Pym, Ms. Thorsdóttir?" Glynda asked in shock just in time to dodge a shield sent by James torts a crook. The Shield returned to James hand and the Avengers had joined the battle.

"We saw the chaos and came as soon as we could." Azari said as he jumped in and did a spin kick hitting a prison inmate.

Then arrows flew in at different spots before they exploded one by one as Hawkeye had gotten a sniping spot with his Bow and Arrows. "So how can we help?" James asked as he looked to Glynda.

"You five are untrained you need to get to safety and." Glynda began but James noticed something.

James then shot pass Glynda with the Window Magnum and hit a few criminals before he bashed one with his shield. Glynda then ducked as Azari bashed a few with his staff allowing Francis to nail them with his Taser arrows. Glynda was surprised by this and with the nearest Huntsman unavailable Glynda had no other choice.

"Ok but if I give an order follow it." Glynda said as James nodded to this.

"We'll try." James said as Glynda supposed that was the best she could ask for.

"Um James Ms. Goodwitch we have a problem several in fact." Pym was heard on the scroll as Glynda heard this. Pym had at some point gotten small again and was surveying the area from above the battle. "Some of the crooks have gotten to the streets and I see moving sand and something flying in the sky." Pym said as James understood this.

"I'll go get the streets cleared you focus on keeping this contained." James said as he then left to go help civilians.

"Wait… actually that's a good idea." Glynda said letting James do his task.

Forest was also helping by getting people to safety mainly prison guards who were way over their heads here.

(In the Streets)

Police and SWAT teams were trying to keep the escaped convicts held back but it seems someone had armed them as they were holding weapons grinning bigtime. But as they began to charge in a shield came flying in as James came out and caught his shield after throwing it. He then fired at the crooks and gave the police some breathing room.

"Ok I don't have enough time the Prison has been breached and we have civilians in the line of fire. I need you to get them in basements and subways. Keep them OFF the streets at all costs." James ordered as he looked to the cops who were underestimating James on this. "We need a perimeter five blocks away from the prison." James ordered as the leader of the police here wasn't buying it.

"Why the hell should I take orders from you, Kid?" The cop asked only for James to respond to a small Grenade Launcher setting a car to flames. James then blocked bullet fire from a criminal before he bashed him with his shield. He then used the Widow Magnum in sword form to slash away another one before basing another with his shield and shooting the other one away.

"You got it Captain." The cop said before he began to relay the orders. "We need men in those buildings get the civilians off the streets and to the subways." He began telling a lower ranking cop. "We need a perimeter five blocks around the prison till the huntsman arrive." He said following James orders to the letter.

"Look out!" James called out as he saw the Vulture fly in but before he could use his gear a web shot at his back and flung him to the nearby wall. The Vulture fixed himself just in time as soon Spider Woman jumped in and landed on a SWAT Car.

"Hey Guys." Spider-Woman greeted as James was surprised to see another hero here. "Need a hand?" She asked as James knew backup had arrived.

(Meanwhile back at the Prison with the others)

Glynda, Azari, and Pym were keeping their foes at bay as Torunn fired off powerful bolts from the heavens and her sword. "Ok we're out numbered and surrounded any ideas." Azari said as he dodged an attack and allowed Francis an opening to fire another arrow from a good distance.

"Yeah keep fighting and shut up!" Francis countered before they saw something flying in.

"Wait is that?" Pym asked as he saw the figure but Azari disagreed.

"No it's some kind of robot beetle." Azari said and just then the Beetle flew in and fired rockets at them.

"Scatter!" Torunn called out as the Avengers plus Glynda did as told.

Soon twister rolled in as he was surrounded by a tornado. "Come on rain girl show me what you got!" Twister called out as Torunn glared at the man who would dare insult the daughter of the God of Thunder.

Soon Sand began to form up and from it the Sandman formed as he smirked at his foes. "Well one hottey and a group of brats." Sandman said as he glared at them with an evil grin on his face

"Oh boy." Glynda said as it just had to be the Sandman here didn't it.

But before the battle could progress a Repulser Blast was shot and in turn Beetle was hit from behind knocking him out of the sky. Then from the sky was Ironheart as she landed on the ground just in time and did a superhero landing.

"Weiss!" Pym called out as he saw the Iron clad Schnee arriving on the scene.

"Glad to see I made it in time." She said while she joined with the others.

"You an Avenger now?" Pym asked floating next to Ironhearts faceplate.

"No." Weiss answered gently pushing the pixie sized boy away from her face.

Soon Vulture flew in as he fired his weapons at the group only for Spider-Woman to swing in and James to throw his shield at the Vulture to throw him off course from here.

"Ms. Goodwitch civilians are secured and I got help." James said gesturing to Spider-Woman.

"Spider-Woman at your service Ms. Goodwitch." Spider-Woman introduced as she looked to the teacher who was skeptical about this.

(Weiss)

"Ms. Schnee it seems the Security system is shut down I suggest you start a full reboot of the system to get this riot under control." Jarvis said as Weiss saw this.

"Which means I need a direct link. Thanks Jarvis." Weiss said before he spoke again.

"Also it seems your teammates of Team RWBY have left the tower and followed you." Jarvis said as Weiss was wide eyed at this information.

"WHAT?!" She asked in shock as she didn't need this.

(Battle)

Soon as if on cue Shotgun blasts were heard with Yang roaring with each blast. Soon Yang jumped in and punched Twister in the face as Torunn was about to attack. Then Blake came in and used her weapon to pull the Vulture down to the ground as he cried out in shock.

"Need a hand?" Ruby asked as she came in as a flurry of rose petals. "I mean we're a team right Weiss can't let you go off on your own like that." Ruby said with a smile on her face.

"In coming!" Yang called out just before she was then flung away by the Rhino with a yell.

"The Rhino is too strong for us to take on." Blake called out remembering how this Faunus could power on through most attacks.

"I got a plan." James said as they all listened. "Pym and Torunn will take on Beetle and Vulture, Yang you have Sandman." James began as he looked to the group. "Ruby you and Blake work with Azari and Francis in taking down the Rhino." James said before Weiss spoke up.

"What about you?" Weiss asked as Glynda paid attention.

"Weiss you, me, and Spider-Woman will try and get into the prison and get the security system back up." James said as Weiss agreed to this idea.

"You aren't going anywhere!" Rhino called out as he charged straight at the heroes.

"Look out!" Forest called out in a panic pushing them out of the way as he was in turn hit by the Rhino hard enough to hit the wall.

"NO!" Glynda called out in a panic as the Rhino just did something he should not have done.

"Is he dead?" Pym asked in a panic as James was wide eyed at this.

"Worse." Glynda said as Forest was in a pile of rubble.

"Puny nerd." Rhino said as he began to walk away… at least until it happened.

A first shot out of the rubble as it was a big and massive fist with muscle still growing and skin turning from light tan to emerald green. "No way." Azari said as Francis was ready just in case it came down to fighting the strongest there is.

Soon he burst out as even Ironheart was shocked at what she saw when the force shot out. He then roared out as Forest was gone and in his place was a large hulking beast with green skin, green eyes, and torn up shorts.

"Incredible." James said as he knew exactly who it was.

"It's the Hulk." Pym said as he still remembered how they last met.

Rhino looked to the Hulk and was wide eyed in fear to this. "Uh oh." Rhino said as Hulk glared at the Rhino.

"HULK SMASH!" Hulk roared out charging at Rhino as Rhino did the same.

Rhino of course did not think this through thus the Hulk sent him flying back. Hulk roared out as he looked ready to smash some more. "Hulk!" Glynda called out hoping to stop him from going to far as Hulk heard her and remembered her.

"Easy big guy we're friends." James said as he held his hands up showing he meant no harm.

"You can understand us right?" Pym asked as he did not want to deal with a Hulk ready to smash him like last time but this time go through with it.

Hulk breathed in their face showing he was listening before James looked around. "Hulk listen we need your help Rhino is too strong for us and he's making claims he's stronger then you." James began as the Hulk growled clearly that got a rise. "But we need to beat him not kill him so can you control your strength enough to knock him out?" James asked as Hulk looked to the Rhino who glared at him.

"Come on Hulk you can do it!" Ruby cheered as Hulk looked to Ruby at this.

"Hulk always in control." Hulk growled as he then glared at Rhino.

"Wait what?" Blake asked as she heard this.

"And Hulk smash puny Rhino!" Hulk roared out before charging at Rhino.

"Bring it on!" Rhino roared back as the two began to duke it out with Hulk punching at Rhino who returned the favor.

"Ok change of plans Yang you back Hulk up the rest of you take on Sandman." James said as everyone understood their tasks here.

"Got it!" Ruby called as she, Blake, Azari, and Francis went for Sandman.

"Crunch up James." Ironheart said grabbing James from behind before blasting off into the Prison to find the main terminal to undue all of this current ongoing chaos.

"Well this should be fun." Spider-Woman said while she web slung after the two heroes intent on fixing this as fast as physically possible.

"Ok Blake if you have fire and water based rounds we need to use those Sand and Fire makes Glass but sand and water makes mud." Ruby said as she loaded up a fire cartridge into Crescent Rose for battle.

"Got it." Blake said as she did the same thanks to some of the Dust provided by Blake back when they were at Schnee Tower. The group then began to battle as Ruby, Blake, Francis and Azari took on Sandman Hulk and Yang took on Rhino Glynda, Pym, and Torunn took on Twister, Beetle, and Vulture,

(Meanwhile with the others)

Ironheart was flying through the halls as Spider Woman rode behind her by a web stuck to her leg and James being held by her. "The main terminal should be this way!" Ironheart called out as she flew through the halls.

"Good I don't know how long I can deal with this!" Spider-Woman called as she held onto her web line currently connected to Ironheart.

"It's the fastest way." James called out as they soon stopped as they got to the door.

"Well this is our stop!" Spider-Woman called out as they arrived at their desired destination. She cut the line and landed gracefully on the wall before standing back up.

"Come on lets go." Ironheart said as the trio got ready to enter the room.

(Main Security Room)

The main door was soon blasted off its hinges by James who kicked it. It would appear the Super Soldier Serum in his system was jump started by his Aura activating. So once the door was taken down the trio ran in while Ironheart went for the terminal before typing away on the main security computer.

(Weiss)

"Jarvis are you plugged in?" Weiss asked as she typed away on the computer.

"Yes Ms. Schnee I am beginning the system reboot as we speak." Jarvis said as Weiss was grateful for that.

"Good keep me updated." Weiss said as she got the good news.

"Business as usual then." Jarvis said as he kept working on restarting the Prison's security system.

(The trio)

Unaware to them they had one more foe sneaking up behind them ready to exact some long overdue revenge.

(With Pym vs Beetle)

Pym's fight with Beetle was simple enough in his opinion. All he had to do was shrink down enough and once he did just pull some wires. Pym went for Beetle who fired at him only for Pym to shrink and vanish. By the time Beetle realized what was going on he saw his jet back having problems… in fact his entire suit was going haywire. Weapons fired off when they didn't need to, wings shot out and returned until the Beetle's rocket went max power.

The jetpack was out of control as it slammed Beetle into walls and the like left and right. Until he ended up in a crowd where his lens was cracked and the entire suit was shutting down. Pym then flew out of the neck area and returned to his normal size grinning a big toothy grin. "Piece of cake." Pym said before shrinking down again to help deal with the Vulture.

"You're next Vulture…?" Pym trailed off while in the sky but saw Vulture was missing at the moment. "Um where did the Vulture guy go?" Pym asked as that wasn't normal thing to occur.

(Over with Yang and Hulk vs Rhino)

The Rhino roared out as Hulk punched him left and right sending his powerful attacks torts the deformed Faunus. "Is that all you got!" Rhino called out only for Yang to jump in and nailed him in the face.

"I! Hope! Your! Hun-gry!" Yang called out as she kept punching his face only for Rhino to grab her by her head.

"Yeah I am wanna get me a sandwich?" He asked before tossing her torts the rubble hard.

Hulk saw this and then went for the head as well. The Rhino never saw it coming as the Hulk roared out while he sent that punch torts the Rhino's face. "Rhino hurt Smashing friend. Hulk tear off Rhino's HEAD!" Hulk roared in fury as the Rhino saw this.

Hulk liked Yang because Yang smashed good not as good as him but good enough for Hulk to like as long as it's not at him. So when Rhino hurt someone Hulk actually liked Hulk Smash Rhino. Hulk then roared out and charged at Rhino before grabbing him by his oversized horn and smashing him around by first swinging him about with brute force. He then slammed his head to the ground multiple times as the Rhino realized his screwed up big time. Hulk then flung him torts the wall where he broke it as the Rhino tried to get back on his feet.

"No… I won't lose." Rhino said as his face was bloodied up now. "I'm the strongest there is." Rhino said only for Yang to reappear and roared out as her hair was in flames and eyes glowing red. Yang then proceeded to punch Rhino in the face hard.

"That's cute you strongest there is in what universe?" Yang asked as Hulk agreed.

"Hulk is smashing Rhino. Rhino weak and puny compared to Hulk. And HULK IS STRONGEST THERE IS!" Hulk said as he was glad Yang was ok but it was here Rhino knew he was beaten.

"I'm sorry." Rhino tried but it fell to deft ears as Hulk and Yang then punched Rhino in the face hard enough to send him flying from the combined strength of both The Hulk and Yang.

Hulk smirked as he began to walk away as Yang joined the green giant. "Puny Faunus." Hulk said as he and Yang then shared a knuckle bump for their combo.

(Torunn vs Twister)

Torunn and Twister were glaring at each other as the man with the green bullet like armor had his entire feet surrounded in a tornado while the foes glared at each other. Twister then began summoning his Tornado's at Torunn and sending them forth but the Asgardian was ready for the attack.

Torunn had begun spinning her sword around by its strap building up a current and some lightning before she took the wind from the twister and redirected it back at its owner. Torunn wasn't done there as she began to fly around the Twister going in the opposing direction of his own tornado picking up speed with each turn. Storm Clouds began to form above as Torunn kept the momentum up as the Twister tried to make his winds again but to no avail.

"What are you doing?!" He asked in shock trying to win refusing to be beaten by a little girl with a sword.

Torun did not answer as she kept the momentum up as these villains were facing the Avengers. Soon Torunn's own tornado formed as the Twister was stuck floating in the center of it thanks to his own tornado powers. Once Twister was trapped in the tornado produced by Torunn she began to get to the climax.

"Oh boy." Twister said as he realized where this was going for him. Soon Torunn flew down and proceeded to nail him in the face hard enough to break his mask and send him tumbling down into a crater.

Torunn smirked and then saw Sandman starting to grow in size using the sand within his range of reach. "A little help!" Francis called out as Torun had an idea on how to deal with him.

"I have a plan!" Torunn called out before she began to fly up high into the storm clouds she had made earlier with the tornado she had used.

"What is she doing?" Blake asked trying to figure out what other skill Torunn has up her sleeve. Then an explosion hit Sandman curtesy of Francis arrows who smirked from his spot above them.

"Bringing down the rain." Francis said as Glynda quickly blocked an attack with her riding crop.

Soon Ruby ran around Sandman's giant form and began slashing around it at every spot with Crescent Rose being active. She went about him lopping off sand limbs in flurries of rose petals before appearing at his head. "Hey look king of the hill!" Ruby cheered before Sandman growled at the girl.

Sandman then went for the attack at Ruby only to be saved by Blake who jumped in and used her semblance to leave a double in their place. Then Hulk was heard roaring as he jumped at Sandman's massive face and punched a hole through it with ease.

"Way to go Hulk!" Yang cheered as she regrouped with the others. "I like him." Yang said as she was enjoying Hulk's antics.

"I know he's like a bigger, greener, and stronger you." Ruby cheered as she and Blake got to Yang.

"Yeah… HEY!" Yang countered as Ruby smiled nervously in response to that comment.

Soon a thunder strike boomed in the sky as they looked up and saw Torunn. It seems she was gathering the storms together as the light flashed once more with the storm. Soon a rain drop was felt on Ruby as soon more droplets of water came down with it. Then it began to poor as the Sandman saw this and began to panic a bit.

"What the Rain?! She can make Rain!?" Sandman panicked as already his body began to clump up from the mixture of water and sand.

"Hit him till it hurts!" Ruby called out as everyone fired off their weapons at Sandman. Hulk came and smashed him up while Azari clawed him to pieces. Pym went big and punched him down with his stingers enhancing his attacks. It wasn't long until the Sandman was nothing but large clumps about and Glynda came in.

The Beacon Professor began to use her Semblance to repair the damage about and gather up Sandman in order to get him container properly before he can dry. This way they can turn him over to the proper authorities and make sure no more convicts try to make a dash for the exit. But unaware to them Vulture was still unaccounted for.

(Meanwhile with Vulture)

The Ever silent Vulture arrived before a cell in particular as he glared at it before walking up to the cage bars. Inside was none other than Adam Taurus as he sat there in chains glaring at the Vulture almost expecting something. "What took you so long?" Adam asked as he was not enjoying this humiliation wrought on by that Schnee bitch Iron-Heart.

Vulture then extended his talons and in turn sliced open the cage and proceeded to toss Adam his mask and his newly repaired weapon. Once he did so Adam grabbed the key Vulture was holding and began to unshackle himself before grabbing his gear. The two then began making their escape with Adam swearing vengeance against Weiss Schnee if he ever saw her face again.

(Scene Break Main Security Room)

As Weiss was nearly finished with the Reboot as James and Spider-Woman were keeping watch. After all with this whole riot plus break out it's only a matter of time till some crook tries to stop them from restoring order. But then Spider-Woman's Spider Sense went off as she was wide eyed at this. "Look out!" She cried out sending web at Iron-Heart and yanked her back just in time to avoid getting hit by an invisible person behind her.

"What?" Iron-Heart asked as her faceplate came down covering her face.

"Damn I missed." Came a new voice as Weiss saw it and was wide eyed at what she saw.

"Who the heck are you?!" Weiss demanded as she had never seen this guy before.

"I'm the new and improved Iron-Heart." The man said as he glared down upon Weiss whose eye twitched.

"If I had a lien for every person who said that I'd be richer then I already am." Weiss said to herself as the 'new and improve Iron-Heart,' glared down on her. "So what do they call you?" Weiss asked as Jarvis was scanning the opposing suit.

"You can call me Titanium Man." He said as he armed his weapons on Weiss.

"Well 'Titanium-Man,' seems you have some impressive circuitry there." Weiss noted as she scanned the armor with Jarvis aid. The armor was big but closer to Iron-Hearts size then what Iron-Monger was when her father had tried to kill her with it post stealing her Arc Reactor from her chest.

"Let me show you its benefits." Titanium-Man called out before activating his thrusters and charging at Iron-Heart to punch her. She dodged it in time only for him to swing his arm out smacking her to the side where she hit the wall and fell down.

As Weiss tried to get back on her feet Titanium-Man was on her but just as a shoulder laser popped out James came in and blocked the laser back at Titanium-Man hitting him in the face. In doing so he glared at the shield and saw what it was made of. "That hardest rarest metal in the world and its used to make a Frisbee." Titanium-Man said as he saw the Star Spangled Shield while aiming his arms at him and Weiss. "I'm sure the shield would be a nice art piece for myself." Titanium-Man said but before he could fire webbing hit his face blinding him as Spider-Woman jumped in.

"Yeah well you gotta go through me first Terminator." Spider-Woman said as she swung in and jumped on top of Titanium-Man's massive helmet causing him to fire his missiles and missing the two while being blinded by the wall crawling girl.

Titanium-Man then had an idea as he activated his thrusters and smashed Spider-Woman into the wall causing her to let go and fall. Titanium-Man then punched her into James who ran to catch her.

"I got you!" He called out as he looked to the web slinger.

"Good just let me sleep for a sec." Spider-Woman said as bit dazed from Titanium-Man's powerful attack on her person.

(Weiss)

"Jarvis give me something to work with." Weiss said as Jarvis finished scanning the armor.

"Ms. Schnee it seems to be modeled after your Mk. 3 armor but has added the abilities of some of your other armors, particularly the deep sea armor, the stealth armor, the Buster Armor Mk. 1, and a few other armors you had deployed with in the past." Jarvis said as Weiss was wide eyed at this.

"How much we talking about with modeling?" Weiss asked as she began to get worried.

"Enough that would suggest they had acquired the specs of one of your suits." Jarvis said as in turn Weiss was wide eyed in pure shock. Someone got her armor specs and in turn gave some psycho the modified end result.

(Battle)

Titanium-Man once more went for the attack as the group scattered as Iron-Heart fired her repulser Blast at Titanium-Man. But to her shock the armored foe tanked it like nothing while he walked forth torts her. "Is that the best you have Ms. Schnee?" Titanium-Man asked as he made his way forward only to be his in the head by James Shield being thrown like a Frisbee. It ricochet back and James caught it all before he took out the Widow Magnum and fired it off at Titanium-Man all to get his attention a bit.

It worked as Spider-Woman then swung in and fired off a web shot to his face before swinging away. "We need more room to fight come on!" James called out as the trio began to make their escape to find a better spot to do battle then inside the small room.

(Later Outside the Prison)

As the Hunters were handling clean up with Pym trying to find Vulture the doors soon exploded out as Iron-Heart came flying out with Spider-Woman swinging and James running. James then got his shield up behind him as soon Titanium-Man flew out and fired a beam at James who blocked it with the Star Spangled Shield. "What the heck?!" Ruby asked in shock as she saw this.

"No time to explain but this guy is after, Weiss!" James called out as Iron-Heart came in and fired off missiles from her shoulders after her onboard targeting system had blips on Titanium-Man. The Missiles hit him as the larger armored warrior was covered in smoke as Iron-Heart was honest to the Gods hoping she got him there.

Soon Titanium-Man returned fire and sent missiles of his own at Iron-Heart causing her to deploy her force field. Titanium-Man was soon upon Weiss as she quickly activated her boosters and got out of the way of his obvious assault. "Is that all you got?" Titanium-Man taunted as he glared down upon the Super Heroin.

"No this is!" Came Torunn as she flew down covered in lightning channeled through her sword as he stabbed at Titanium-Man who caught the girl and allowed the thunder to enter his suit.

"Thanks for the recharge." Titanium-Man taunted before he tossed Torunn aside.

"Azari stay back your just gonna end up helping him!" James called out as Azari got the message.

"Got it!" Azari said knowing he had to sit this fight out for the time being.

"Let's get him!" Ruby called out as she and her teammates ran in.

"No Ms. Rose stop!" Glynda called out only for Hulk to roar and charge as well.

Titanium-Man knew he needn't deal with Hulk as he activated the boosters and had an idea. "Hulk stop!" Glynda called out but was ignored as soon Titanium-Man and Hulk punched each other head on but their attacks were cause for concern.

Titanium-Man then went for Iron-Heart before he flew off having a death grip on her. "Weiss!" Yang called out as Titanium-Man was trying to avoid the Hulk. No doubt he knew he was no match for the might of the Incredible Hulk.

"Come on we need to go help her!" James called out as he and his fellow Avengers followed after the escaping foes.

"Right behind you!" Ruby called out as she Blake and Yang went after Iron-Heart to help her out fighting against this new villain.

But before they could move more crooks showed up standing in their way as James cursed. "We got things here you three go!" James ordered as Hulk glared at the puny criminals surrounding them.

"Got it!" Yang called out as she then patted Hulks arm. "Give them hell big guy!" Yang called out as Hulk grinned liking Yang even more. Team RBY ran off to go help Weiss in any way they could against Titanium-Man.

(Meanwhile nearby Iron-Heart vs Titanium-Man)

Iron-Heart was seen flying through the air as Titanium-Man gave chase to her. She looked behind him and cursed as she saw he was still there while she tried to think of a way to take him and that parody of her own armor down. Laser fire soon followed as Iron-Heart began avoiding the shots as best she could.

(Whitley)

Whitley glared at his sister as she avoided his shots with a maddened look upon his features. "Hold still you little worm!" He demanded while glaring at Iron-Heart AKA Weiss Schnee. "Fine then if you won't do as told let's try this then." Whitley said as he began to activate another weapon.

(Battle)

Titanium-Man's helm began to open up revealing another weapon and began to target her.

(Weiss)

"Ms. Schnee it seems Titanium-Man has targeted you." Jarvis said as he showed the warning on her hub.

"Yes tell me something new." Weiss said as she could see it as this opposing armor was giving her trouble.

"You have a meeting tomorrow so you should finish this quickly." Jarvis said and in turn Weiss rolled her eyes trying to figure out why she gave this AI a personality.

(Battle)

Once Titanium-Man locked on he fired a green beam at Iron-Heart and stopped in in her tracks. Iron-Heart cried out in pain and shock as she felt something happening to the armor.

(Weiss)

Weiss cried out as she saw on her hub screen what was happening. "Ms. Schnee Energy Reserves are being depleted are Energy reserves are currently at 30% and dropping." Jarvis explained as Weiss saw this.

"A power syphon." Weiss said realizing the tech that was being used against her. Furthermore considering her Ark Reactor battery she knew she had to get out of this fast.

(Whitley)

Whitley laughed as he could almost taste his victory approach. Soon he will be the one to take down the 'Invincible Iron-Heart,' and in turn finally put the SDC back on track under his control and not Weiss's.

(Battle)

Soon Titanium-Man was hit by fun fire as he looked and saw the rest of team RWBY firing at him with their guns. "Leave her alone!" Ruby called out firing off Crescent Rose. Luckily the distraction worked as Iron-Heart began to fall out of the sky before regaining herself.

(Weiss)

"Ruby?!" Weiss asked in shock as her hub zoomed in on her teammates.

"Ms. Schnee I feel I must inform you were are currently at 22% power." Jarvis informed her as Weiss cursed her luck on this unforeseen setback.

"I need to switch our armors." Weiss said as Jarvis figured as much.

"Ms. Schnee the Mk. VII is not ready for deployment we have yet to properly test the rapid launch system." Jarvis urged her as Weiss rolled her eyes in response.

"I do not have time or energy for this. Home in on my signal and launch the Mk. VII." Weiss said as Jarvis understood.

"Yes ma'am." Jarvis said honestly hoping Weiss knew what she was doing.

(Battle)

"I'll make quick work of you." Titanium-Man called out before a Repulsor Blast fired at him. Titanium-Man glared and saw Iron-Heart firing at him.

"Hey I'm right here so try to get me." Iron-Heart said as Titanium-Man glared at her.

"You just want to die today don't you?" Titanium-Man said before Iron-Heart flew off as she had an idea. Titanium-Man gave chase intent on killing Weiss as soon as possible.

(Weiss)

"Jarvis called Team RWBY. NOW!" Weiss ordered as she knew only Torunn could help her recharge but right now they had to take care of the crooks still causing chaos in the city now.

"Calling." Jarvis said as Weiss' Hub showed the members of Team RWBY's pictures on it.

(RBY)

"Come on!" Ruby called out before her scroll went off as did Blake and Yang's. Blake then took her scroll out and saw Weiss' image on it to which she answered.

"What is it?" Blake asked with Weiss face on the scroll's screen.

"I don't have time head to Schnee Tower and grab something for me. I'll meet you over there hurry!" Weiss ordered before crying out as she knew she had little time to act right now. She then hung up knowing she was short on time right now.

"Ok bestie!" Ruby called out before looking to her teammates. "Come on!" Ruby called out before the trio ran to Schnee Tower as fast as they could.

(Back with Iron-Heart vs Titanium-Man sky battle)

Iron-Heart looked back and saw Titanium-Man was still chasing her and knew she had to keep him busy while she made her approach to Schnee Tower Vale. "Launch flares!" Iron-Heart ordered as the armor then opened up a slot and did as commanded and launched the flares. They managed to hit Titanium-Man as it had the desired effect on him.

(Whitley)

Whitley cried out as he had not only lost sight of Iron-Heart but also couldn't see a thing. "What did she do?!" Whitley demanded as he tried to get visual running again for himself. "Everything is going nuts." Whitley cursed while trying to get his sight back on properly.

(Battle)

As Iron-Heart took a turn Titanium-man flight pattern began to go erratic as Iron-Heart began to make her escape.

(Whitley)

"My dear boy." Watts began as Whitley heard him speak in a taunting manner. "That was what we call a flare and it has scrambled your circuits." Watts urged him as Whitley was getting angry. "I suggest you wait a moment for them to return to normal." Watts urged but Whitley begged to differ on that suggested strategy.

"I don't have a moment!" Whitley yelled as the tone suggested he may throw another one of his temper tantrums.

(Battle)

Titanium-Man landed in an alley and had a jog landing before tripping and hitting a large dumpster and denting it. He laid their motionless as the system began to reboot to restore visuals on his desired target.

(Weiss)

"Jarvis how close are we from Schnee Tower?" Weiss asked as Jarvis was homed in on her current location through the armor.

"About a mile away. But the power is currently is dangerously low you may not make it." Jarvis said as Weiss had one option to use.

"Transfer all remaining power to the boosters now!" Weiss ordered before Jarvis performed the order

Weiss gave to him.

(Later at Schnee Tower Vale)

Team RBY arrived and ran to the item Weiss asked them to get as Jarvis had sent them the picture for it. They found two bracelets and waited for Weiss to arrive to get them.

Soon they heard the familiar sound of Iron-Hearts boosters and saw her land on the platform with a small skid. She then began to have the armor removed but not stored as the mechanical arms for it reassembled the armor on the platform. "Give them now!" Weiss called out as Ruby tossed them over and Weiss began to put them on. "Jarvis take the Mk. 6 and use it as a decoy on this Titanium-man!" Weiss ordered going for her brand new Mk. 7 armor.

"Of course Ms. Schnee I had also taken the liberty to give it a small recharge." Jarvis said as soon the Iron-Heart Mk. 6 armor flew off to provide Weiss time to deploy the Mk.7.

"Less talking more flying and deploying!" Weiss ordered as she got ready before looking to her teammates. "You all may want to stand back." Weiss said and the three did as told.

(Back with Titanium-Man)

Titanium-Man was flying through the sky trying to locate his quarry. "Where are you?" He asked while trying to locate his sister and her soon-to-be destroyed suit of powerful armor. "You couldn't have gotten far my frozen metal mouse." He said trying to find her.

(Whitley)

"Come on… Come on." Whitley said while looking until a blip appeared and with it he zoomed in to see the Mk. 6 flying by. "Yes." Whitley said as he then sprang into action.

(Battle)

Titanium-Man flew straight for Iron-Heart before grabbing her by the head. He then flew straight down as the armor struggled to get out of the larger and stronger grip. Titanium-Man then hit the street and smashed Iron-Heart into the ground destroying her armor and possibly her with it.

He looked down at it before making a grinning sound and began his cheer. "Yes I did it Iron-Heart is no more! Weiss Schnee is dead!" Titanium-Man cheered as now the SDC belonged to Whitley once his mother and elder sister were both properly dealt with. But then he saw the hand he used to crush Weiss and saw no blood on it. He then looked to the remains and to his shock there was something wrong.

(Whitley)

As Whitley looked he saw the armor pieces scattered but no limbs, no blood nothing. "Where is she?" He asked before another blip showed up on his screen.

(Battle)

Iron-Heart hovered behind Titanium-Man and tapped his shoulder before the larger suit turned and saw Iron-Heart Mk. VII there. "Hello." Iron-Heart said before she proceeded to punch him square in the face knocking him back. "Titanium-Man say hello to the new Mk. VII Armor glad the decoy kept you busy for its debut!" Iron-Heart said as she wasn't giving Titanium-Man room to fight back.

But before she could hit him again Titanium-Man caught the fist and glared at Iron-Heart. "You don't get it. This suit was designed to destroy you and any other armor you may come up with!" Titanium-Man called out before throwing her aside and firing his beam attack at her.

Iron-Heart landed safely on her feet while glaring at Titanium-Man. "Eat this!" Titanium-Man called out and fired a beam attack. But Iron-Heart with a combination of her glyphs and barrier sent the attack back at Titanium-Man who was then restrained by green tendrils as he tried to get free in response. "This will NOT hold me long!" He roared out in fury trying to get free.

"Don't worry that's plenty of time." Iron-Heart said as she then pointed her repulser hands at Titanium-Man leaving her chest open for the Uni-Beam. "Repulser and Uni-Beam full power!" Iron-Heart called out and in turn fired a triple beam attack at Titanium-Man.

It in turn had the desired effect as Titanium-Man's armor began to heat up. "What are you doing?!" Titanium-Man asked as Weiss flew torts him as the armor began to catch fire.

(Weiss)

"I had Jarvis scan your armor during the entire fight. It's a good design and weapon I won't lie but its incomplete and seeing as you had used my Mk. III armor as a basis and the fact I'm using the Mk. VII well I know my armors weaknesses like the back of my hand. Furthermore seeing as the armor your using it incomplete seeing as the Titanium was supposed to meld with Vibranium… the Titanium was dominant and once it starts to burn Titanium cannot be extinguished.

(Battle)

"I'd take that armor off real soon." Iron-Heart said before firing the beam at Titanium-Man.

Titanium-Man quickly got back up and began to panic in turn.

(Whitley)

"NO!" Whitley roared in fury as well as pain knowing he had to move NOW.

(Battle)

Titanium-Man flew off and to the sky while making his desperate escape to not be turned into a part of molten slag.

(Weiss)

"Shall we give chase Ms. Schnee?" Jarvis asked as Weiss looked.

"No the armor will burn until its gone right now we need to figure out how we got compromised and work on tighter data security." Weiss said as Jarvis agreed with her on this.

"Very well Ms. Schnee." Jarvis said as Weiss saw Titanium-Man escape.

(Hidden Layer with Whitley)

Titanium-Man landed in a secret hanger before the suit opened up with him in a panic. "HOT! HOT! HOT!" Whitley cried out jumping out of the armor. Some machine like androids ran in and fired off cooling mixtures to try and put the armor out.

Whitley then got to his feet and fixed himself before glaring at Watts who looked as smug as ever. "Titanium can't be extinguished!? HOW DID YOU MESS THAT ONE UP!?" Whitley yelled out in demand in pure fury as Watts sighed to this.

"I warned you it was not ready. If you had headed my warnings this battle would have turned out differently with the armor indestructible with the combination of Vibranium and Titanium." Watts informed him but Whitley was not pleased.

"That is NOT the sole point here!" Whitley yelled before showing the armor that was now just a pair of legs. "I needed that armor to take over my families company and now I have nothing to present my superiority!" Whitley roared in fury before a fire ball flew by and missed.

"You know I come to help you Watts and now I think I should continue the plans as normal seeing as your dealing with a spoiled brat." Cinder said as she came in glaring at Watts but more so on Whitley.

"It seems we are in agreement on this for once." Watts agreed as Cinder then held a fire ball in her hand.

"Whitley I think you should head back to Atlas we'll have the armor ready but this time no rushing it agreed?" Cinder said as Whitley glared but scoffed.

"Get me that damn portal." Whitley said as he began to walk off in turn.

"Well that was an annoyance." Watts said as he looked to Cinder.

"But all went according to plan." Cinder said as she smiled a bit and turned over to the shadows. "Isn't that right Mr. Taurus." Cinder asked as soon Adam walked out of the shadows with Vulture at his side with Adam once more in his mask. "Now then… about our deal attempt." Cinder said as she began to walk over to Adam with the staff in her hands as she now had leverage over Adam on this one.

"Don't bother I'm in." Adam said as he walked off a bit. "I'll make her pay for humiliating me and make my beloved traitor suffer before I end her." Adam said as he was clearly angry beyond belief at Blake and the betrayal of selling their cell out to Weiss.

"Well then we're back in business." Cinder said as Watts began to take his leave.

Unaware to Cinder her staff had a small glow at the crystal as despite it being a gift from her 'father,' it held a secret inside it. One that would decide the fate of the universe as we know it.

(Over with Ozpin)

Ozpin saw the footage as he was calm while drinking his coffee. A few months back he would not have believed this talk of the Infinity Stones… but after everything he had seen through his lifetimes… he began to know better. He held his staff close as the hilt began to give off a green glow suggesting that there was more to it than meets the eye. That secret was proof of the Infinity Stones existence one he'd rather keep hidden for as long as it's possible.

After all he only knows two people who could wield these stones one of them may either be dead or have a Remnant equivalent and the other… was none other than Salem herself. He had to be ready and his students had to be ready as well. A war was coming but not one against oppression no it was a war for the universe's Survival… an Infinity War that cannot be avoided nor be postponed. When it happens it happens and Ozpin hoped his students when this Infinity War arrived were ready for the battle.

(TBC)

ESKK: Finally got this chapter out and done. Now then I hoped you all enjoyed it and be sure to review it before leaving. As always I say Ja-ne.


	9. Chapter 9 The Plot Thickens

Next Avengers Heroes of Remnant

ESKK: Hey new chapter folks I hope you all enjoy it and remember to leave me a review on both liking it and what you think on the new chapter. Also if you haven't notice yet I skipped the Jaundice and Forever Fall Arc I had nothing I could use for it so yeah that.

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Torunn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Torunn. Torunn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

(Start Cinder Hidden Location)

Watts had been sent back knowing he needed time to repair the Titanium-Man armor. Luckily they had a way to keep Whitely from being noted as missing so when he got back no one had questioned his improve return. Of course Salem was informed of Whitley's incompetence but she let it be for now… after all he still had his uses. But Cinder cared little for that as she sat alone looking upon the staff in her hand before she heard a snake slithering in.

"Enough of your games and show yourself." Cinder said before a snake had appeared before transforming into Loki God of Mischief and Chaos.

"Oh dear daughter have I really become that transparent?" Loki asked in an almost teasing tone as he looked to Cinder.

"What do you want?" Cinder asked as Loki smiled a bit.

"As I've said before what any good father wants for their offspring the best, Hela." Loki said using Cinder's Asgardian name which was the name Loki had wanted to give her.

"Call me that again see what happens." Cinder said as she knew the name belonged to Loki's sister and Cinder did not want sloppy seconds to Hela's throne upon Hel.

"Regardless I have a tippet of interesting information." Loki began while grabbing a seat for himself. "See I have been trying to locate something as my brother has been trying to keep it from returning into play." Loki said as he looked about. "And after extensive research I know that your 'mistress,' can utilize it." Loki said as Cinder heard this and was intrigued again. "As it stands one of the items in question is locked away in Asgard and I doubt Thor would easily let you walk up the front door demanding it… at least not without some bargaining chips." Loki said as Cinder was intrigued as Asgard was the ancestral home of the Asgardian's.

It was also her father's former home before he went into exile to avoid justice for his many crimes. "Now if it were me I would have grabbed a particular criminal of Asgard who has a long standing warrant and bring him before my dear old brother. Then start earning his trust before carefully taking the item in question right from under his nose… and with it the path to the relics will be clear save for only needing to know the location." Loki said as Cinder glared at her father knowing what he was trying to do and that was tempt her.

Cinder was intrigued though before making her question known. "What is this item called by chance?" Cinder asked as Loki smirked in response to this.

"The Tesseract." Loki confessed knowing the cube be locked away on Asgard. Now that he set the bait and Cinder had taken it the only thing needed was a means for Cinder to travel to Asgard herself. Luckily through Torunn a way is known which means Cinder would have to swallow her pride a bit and ask for her Asgardian cousin's aid.

(Scene Break Beacon Academy Combat Class)

Nora and Torunn were facing each other down as Torunn had her sword at the ready while Nora smirked with her Hammer drawn. "Come on Torunn you got this!" James called out as the Avengers watched their teammate.

"Kick her butt Nora!" Jaune called out as they had no idea the chaos about to occur.

"Ok... begin!" Glynda called out and in turn Torunn charged in as did Nora.

"Have at thee!" Torunn called out as she then swung her sword at Torunn while Nora blocked it with the shaft of her Hammer.

Nora then jumped back and then up with her hammer at the ready. "Smash!" Nora called out as Torunn then used her sword to block the attack.

Soon the two parted as Torunn then summoned up her lightning to which Nora smirked. Soon the two once more traded blows but this time Nora used her arm and aura to block the sword attack. Nora then grinned as she began to charge up her Semblance by using Torunn power.

(Stands)

"She's history." Ren sighed seeing what was about to happen.

"Huh?" Azari asked as he was confused.

"Nora is charging up her Semblance there's no way Torunn can stop her." Pyrrha said as she had seen what Nora's Semblance can do once it was fully charged up.

"Don't count her out just yet." Francis said as he knew Torunn could take it.

(Back to Nora vs Torunn)

Nora then grinned at Torunn while absorbing her thunder before she pushed Torunn off her. She then proceeded to charge as Torunn tried to regain herself and in turn proceeded to swing her hammer and hit Torunn with it. The result was an Asgardian being sent flying by Nora Valkyrie. Torunn managed to regain herself and slammed her free hand into the ground tearing it up before stopping just at the edge of the ring.

Torunn then charged back in as it seems the battle would go either way between them. Every time Nora charged up Torunn would charge up as well.

(Stands)

"Wow it seems these two have a very similar Semblance." Pyrrha said impressed with what she saw.

"Oh great another Nora." Jaune sighed as one Nora was bad enough but two was like inviting the end times.

"Man this is going to be good." Yang added in as she grinned at her partner in demolition went at it with her thunder equal.

(Back to the sparring match)

Torunn began to think knowing she needed a way to win… but then eyed Nora's Hammer. It was a long shot but she could disarm Nora and hit her with her own weapon. "Nora!" Torunn called out as she then had a smirk on her face. "Pancakes!" Torunn added knowing of Nora Valkyries' obsession with Pancakes.

"What really!?" Nora asked as she looked torts Ren who went wide eyed. Then Nora looked back at Torunn but was too late as Torunn had spun her sword by the strap before launching it at Nora. Nora was caught off guard by it as she tried to block it only for Torunn to come flying in with a kick. In turn Nora was disarmed of her mighty hammer and sent flying as Torunn then grabbed Nora's weapon.

"Now to do as my father does and bring down the hammer!" Torunn called out but it seems Nora had an idea of her own.

"Or be booped by the sword!" Nora called out as Torunn smirked as she went for her sword. When Nora came at it Torunn charged knowing Nora was in for a surprise.

But it seems it was not Nora who would get the unwelcomed surprise… but Torunn instead as when Torunn was upon Nora she to Torunn's shock pulled Nora's sword out and slashed her with her own weapon.

(Avengers)

"WHAT?!" The Avengers called out in shock at what they just saw.

(Yang)

"Oh come on how come she can do it?!" Yang yelled angry that Nora can pull Torunn's sword but not Yang herself.

(Battle)

"What?" Torunn asked as she was sent flying before Nora raised the sword high.

"I HAVE THE POWER!" Nora called out as thunder tore through the roof and hit the sword before charging herself and the sword up.

Torunn in her dumbstruck moment didn't seen Nora come in and attacked as Torunn was sent flying by her own sword to the wall and out of the ring. If you could meme her reaction it would be that has ceased function because the fact Nora of all people could wield her sword and laugh it off was a wtf moment for the young Asgardian girl.

(Later after class)

Torunn's sword rested stabbed to the ground as class had ended a while ago as Torunn was left their dumbstruck after this. "Um babe… Torunn?" Francis asked as James snapped his fingers in the blond Asgardian bombshells face to get Torunn to react.

"Torunn?" Pym asked trying to get her to respond while flying around her face.

"Sword…" Torunn finally spoke but it wasn't much. "Nora... why?" Torunn asked as if she was in shock.

"Uh Torunn?" Azari asked worried for her.

"Sword Nora Why?" Torunn asked as it was clear the spar she lost may have broken Torunn.

"You ok?" James asked as he did not expect this.

"Why Sword? Why Nora? Nora Worthy Sword Why?" Torunn asked as she was clearly in shock after this.

"Uh did this break you?" Pym asked as she looked to her brothers and boyfriend.

"Cohorts! Nora Sword worthy WHY?!" Torunn asked as if she could not comprehend how Nora of all people was worthy to wield her sword here.

"It's ok come on Nora lets head to the dorm room and rest for a bit." James said as he, Azari, and Francis began to help guide Torunn to their dorm making sure she was touching her sword as they took their leave of the classroom Nora and Torunn tore apart during their sparring match.

All the while Torunn was saying 'Nora, Sword, worthy; why,' as in all honesty none of them knew how Nora of all people was worthy.

(Later at the Dorm)

Jaune knocked on the door as he saw Torunn still a bit cationic after learning Nora was worthy. "Hey is Torunn doing ok?" Jaune asked as he walked in.

"I think… I mean none of us could wield her sword not even Yang could do it." James said with concern to Torunn.

"Nora, Sword, worthy; why." Torunn went off again as Jaune looked worried for her.

"Um… can I come in see if I can help?" Jaune asked as he did like Torunn but did not want to get in the way between her and Francis.

"Knock yourself out." Francis said as he had an idea on how to cheer Torunn up after that classroom incident.

Jaune walked in and saw next to Torunn as she was having some sort of breakdown trying to comprehend how Nora was worthy of wielding her sword that possessed the same enchantment as her father's hammer and later his axe.

"Nora, Sword, worthy; why." She repeated her mantra as Jaune sat down unaware of the Avengers moving to cover.

"Hey Torunn you doing ok?" Jaune asked as Torunn only moved her head showing she heard him somehow. "Look I um don't get what you're going through but… if you want to talk there's a wrestling match that goes on if you want to see it. I think Pyrrha with her celebrity statues could get us some tickets or maybe we can hit the library to study." Jaune offered as Torunn began to calm down. "And um maybe we can talk about why Nora holding your sword is a big deal." Jaune offered but then Torunn smiled a kind smile as it was Jaune trying to both flirt, ask her out, and help her handle this.

Torunn saw it was sweet but she wasn't interested to which she then grinned at him while clenching her fist.

(Dorm Hallways)

"Did you see how I used Torunn own sword against her! It was awesome!" Nora said as she skipped along gloating at the fact she smack Torunn with her own weapon.

"I don't think Torunn appreciated it though." Ren said as Pyrrha had to agree with Ren.

"Yes the way she reacted it was like no one but her should be able to wield it." Pyrrha said as Nora heard this.

"So like my hammer and Ruby's scythe." Nora offered but before they could discuss further a familiar cry was heard as Ren saw it.

"Duck!" Ren called out and just in time too as the members of Team JNPR saw their leader Jaune flying down the after Torunn no doubt punched him in the face. All the while as he flew he screamed in shock where it then resulted in Jaune hitting the wall on the other side hard.

"Ow…." Jaune moaned as then Francis was heard.

"Hey thanks Jaune Torunn is cheered up!" Francis called out as Jaune then replied to this.

"Anytime… Why…" Jaune moaned as it was like he was the butt of the joke around here with Torunn's punch being the punch-line literally.

"I'll go help him." Pyrrha said as she went to help Jaune while cursing Torunn god like strength. Oh if only Pyrrha knew how accurate that statement was for Torunn.

(Scene Break Later that same Afternoon City of Vale Docks)

It was day time as all of Vale was in festivities as they prepared for the Vytal Festival. Signs were being put up welcoming students from other schools who have arrived to participate in the Vytal Festival Tournament which Vale was hosting this year. Team RWBY and the Avengers were of course out exploring Vale after Torunn was pulled out of her mental breakdown from the fact Nora could wield her sword and in turn be considered worthy to hold and wield it in battle.

Weiss of course smiled over the decorations for the oncoming annual Vytal Festival. "Oh the Vytal Festival this is absolutely wonderful." Weiss said as she smiled a big toothy smile at all the details for the festival to celebrate Remnant's peace.

"I don't think I ever seen you smile this much Weiss, it's kind of weird." Ruby said honestly creeped out by this as Weiss smiled. Plus after what had happened earlier this semester it wasn't too surprising that the super villain activity was getting bigger. And after watching the news it was clear to Blake Adam had escaped during the chaos making her worried about it wondering if the mass breakout was a diversion for Adam to sneak away unseen.

"How can you not smile? A Festival dedicate to the cultures of the world! There will be dances, parades; a tournament oh the planning and organization that goes into this event is simply breathe taking." Weiss said causing Yang to sigh in annoyance.

"You really know how to take a good thing and make it sound boring." Yang said as Weiss glared as Francis had to agree with Yang on this one.

"Booo!" Francis called out as Torunn elbowed him for that.

"Quiet you, two!" Weiss retorted with a huff but then James spoke up.

"Well I can say it's a good thing a festival celebrating so much peace and cooperation between the Kingdoms plus the Tournament it's a good thing to enjoy." James said as Pym then flew up all tiny and cute.

"Yeah but Weiss still ruined it." Pym said before Azari grabbed him.

"Ok time out Pym." Azari said grabbing the boy from James shoulder.

"Hey!" Pym retorted before returning to his normal size once freed from the Kings grip.

"Anyway can anyone remind me why we're spending our Friday Afternoon visiting the stupid docks?" Yang asked as Ruby pinched her nose at the smell of bad fish.

"Oh they smells like fish." Ruby said as she hated the fish smell as Azari had it worse.

"No kidding and not in the delicious fun way either." Azari said as his sensitive senses were picking up on the fishy smell here.

"I have two purposes for coming here today and one of them is because I'm here to pick up some parts sent over from the SDC World Headquarters over in Atlas for some new Armors I have currently developing." Weiss said as of course Weiss was building some new armors.

"And the second reason?" Blake asked in a joking tone while looking over to Weiss.

"Jarvis has informed me that students visiting from Vacuo will be arriving by ship today. And, as a representative of Beacon, I feel as though it is my solemn duty to welcome them to this fine kingdom!" Weiss said with pride in her voice as they continued down the docks.

"She wants to spy on them so she'll have the upper hand in the tournament." Blake points out with her arms crossed as they walked behind the Armored Ice Queen.

"That makes sense." Azari said as Torunn agreed.

"That is cowardly." Torunn said as she preferred to battle against her foes head on.

"And that's why James is the leader." Pym said from his timeout spot with Azari.

"It's not cheating or cowardly it's smart." Weiss said as she looked to her teams. "If you haven't notice I've been constructing armors for every possible scenario that may arise. An Aquatic Armor, an Excavation Armor, and even a powerhouse of an armor just to name a few." Weiss defended as James saw this.

"Have you ever fought without it?" James asked walking with Weiss as the Schnee Heiress glared at the red head.

"Why would I need to beyond simply holding back?" Weiss said as she looked to James.

"Thought so." James said as he could see how his father and Tony could be at odd at times.

Francis then noticed something as he was looking to the side. "Hey just look." Francis said as he pointed his thumb at what he was looking at as Ruby saw it next.

"Wow." Ruby said as she saw what had happened from here.

"That's not troubling." James said when it was in fact troubling.

The two teams walked to the scene behind a yellow tape labeled as "Crime Scene," to the detectives who were investigating it. The two teams got to it as Weiss saw something was up and assumed she may need to suit up to investigate it later.

"What happened here?" Ruby asked as even James wanted answers to what happened to this store.

The Detective stood up. "Robbery. Second Dust shop to be hit this week. This place is turning into a jungle." He walks to his partner as Yang saw how Vale had changed over the years after the new leadership took control of the White Fang. When one thing changed other things stayed the same.

Yang sighs sadly. "That's terrible." Yang said as she couldn't believe stuff like this was still happening. Weiss had to agree with Yang on this one seeing as she had gone to great lengths as Iron-Heart and as the successor to the SDC to fix the damage caused by her father.

"They left all the money again." His partner said seeing the money in the room as this got both Ruby and James attention.

"Yeah, just doesn't make a lick of sense. Who needs that much Dust?" The Detective asked his partner as James paid attention to the details.

His partner shrugged his shoulders. "I don't know, an army?" The Second Detective said as Ruby had to agree there.

"You thinking the White Fang?"

The Detective's partner removes his sunglasses. "Yeah, I'm thinking we don't get paid enough." He said as Weiss then sighed in response to this.

"Why does the White Fang keep doing this?" Weiss asked as she then turned her head. "Adam being locked up should have broken that moral his following had yet it still continues." Weiss said as Blake had to agree there.

"Well after you came out as Iron-Heart, sent your father to jail, and done all you could to fix the damage he caused the White Fang ended up split in a Civil War." Blake explained as Weiss nodded to this.

"So one faction is with Adam the other is with Sienna Khan." Weiss said as she had kept up to date with most of the stuff going on with the White Fang.

"Yeah." Blake said as Weiss understood.

"Think she'd be willing to talk to me if I go visit?" Weiss asked as she looked over to Blake.

"Do you plan on busting through her roof to talk?" Blake asked as Weiss sighed to this.

"Only if she forces my hand." Weiss said as Blake understood.

"Well considering the first time you put the armor on I think she would have reason to." Blake said but then Ruby then cleared her throat a bit.

"Ok all that talk is good and all but… you're forgetting something." Ruby said as she gestured to the store a bit. "The police never caught that Torchwick guy James and I ran into a few months ago... Maybe it was him." Ruby offered as Azari heard that.

"And what about that girl who helped him?" Azari offered knowing the girl and Torchwick have to be working together on this somehow.

"Yes well as the SDC Heiress it's my duty to ensure all workers are paid and treated equally a problem that was caused by my own vile father who did not do as such." Weiss said knowing with the monopoly they have on Dust she needed to help distribute the Monopoly to aid those her father ran out of business. "So if the White Fang Loyalists to Adam want to attack us then I will face them." Weiss said as she then saw something. "And I think I now know why they are acting out." Weiss said as she and her teammates then walked over to a newspaper stand and saw the frontline.

"Adam Taurus escaped during a mass escape and riot to which the Hulk and Iron-Heart were both sighted at." Yang read aloud as Blake was wide eyed in response to this information.

"Oh no." Weiss cursed realizing that the entire Riot was a diversion to get Adam out of prison hence why Vulture was unaccounted for since he was breaking Adam out. She then diverted her attention to Blake who began to get nervous in response here. "Don't worry Blake we'll find him and put him back." Weiss assured as Azari agreed.

"Yeah I don't know who this Adam guy is but by the looks of it… he's bad news." Azari agreed as did the others.

"If he comes forth he shall taste the sting of my blade!" Torunn called out with her sword at the ready.

"But still I don't think the White Fang is involved with this… they never needed this much Dust before." Blake added as Weiss sighed a bit.

"It may not be the White Fang, it could be a wide variety of people… I do know they don't normally attack people unless they have done something against the Faunus." Weiss said using logic for this little investigation. "I can have Jarvis do a background on this particular store to see what history it has and if has been a spot for anti-Faunus Sentiments." Weiss said as Blake smiled in response seeing how open minded Weiss was being. She supposed being held prisoner by the White Fang forced to build them weapons, which resulted in her building the Mk. 1 armor, with her life on line, and seeing White Fang Members forcibly recruiting Faunus who wanted no part of their violence and killing them if they refused really opened her eyes.

She must also feel guilty because of her own actions building the weapons that the White Fang had stolen and in turn put millions of innocent lives in needless danger. Blake figured Weiss had yet to fully forgive herself for such actions and as Iron-Heart has been trying to repent for them. Blake could understand such sentiments but Weiss only built them her own father Old Man Schnee conned them off to the White Fang so to put public opinion about the Faunus torts his views. Weiss wasn't the one who pulled the trigger with those weapons it was Blake and the other White Fang Members supporting Adam.

If anything Blake should feel guilty because of her actions that resulted with Weiss forced to live with a magnet in her chest to keep explosion shrapnel away from her heart and killing her. It was Blake's honest opinion that she was to blame for such actions and Weiss had no reason to feel such guilt over her actions. As was stated Weiss only built the weapons she didn't sell them to the White Fang and she didn't pull the trigger for the only crime she was guilty of was using her marvelous mind to build innovations for mankind.

"Hey Stop that Faunus!" Came a man's voice as the two teams turned and saw a Monkey Faunus running atop a boat as he jumped to the docks as he smiled.

(Boat/Docks)

"Thanks for the ride!" The young man called as he had a white coat like shirt which was opened to reveal his torso, shorts, sneakers, blond hair, and blue eyes.

"You no good stowaway!" A Sailor called as the Faunus glared as he hung upside down by his tail and was peeling a banana.

"Hey a no good stowaway would have been caught I'm a great stowaway." The young man said before a rock was thrown at him which luckily didn't hurt thanks to his Aura.

"Hey get down from there this instant." The cop from before said only for a Banana peel to be thrown at his face. The Monkey Faunus then flipped over to his feet on top of the lamp post before jumping away and making a break for it. As he passed by both Team RWBY and the Avengers and as he was passing Blake while he turned to her.

Things were going slow motion as he turned to Blake and winked at her before he continued to run. Yang looked before she smiled. "Well you wanted to see the competition and there it goes." Yang said before Weiss spoke.

"Quick after him we have to observe him." Weiss called as they ran off to catch the Monkey Faunus.

The two teams then gave chase to the Monkey Faunus Stowaway. Blake stood still, lost in thought, before she came back to reality by a gentle nudge curtesy of the Black Panther named, Azari who then runs off just before Blake rolled her eyes and followed after her friends.

AS the two teams rounded the corner they kept their sight on the escaping Faunus as Pym had to turn into his small form to keep up. "Think you can get a clear shot?" James asked as Francis smirked a bit.

"Do you even have to ask?" Francis said as he never misses after all. The plan was set but had unforeseen kinks as when the two team's rounded the next corner, Weiss bumped into someone and fell down. She looks up only to see Sun jump on to a building and disappear from her view.

Weiss huffed when she saw the Faunus making his escape. "No, he got away!" Weiss called out cursing herself for not putting a tracer on him.

"Uhh... Weiss?" Yang gestured as she pointed strangely at the girl underneath her teammate.

Weiss looked to where Yang was pointing and saw that she fell on a smiling girl, which startled the heiress and she hastily gets up.

"Sal-u-ta-tions!" The Strange Girl greeted while still on the ground looking to the two teams.

"Um... hello." Ruby greeted the strange and odd girl.

"Uh what's up?" Francis greeted trying to make sense of this.

"Are you... okay?" James asked with a raised eyebrow at the girl who was still on the ground.

Penny nodded her head in response before replying herself. . "I'm wonderful! Thank you for asking." Penny responded as she still hadn't gotten back up.

The two teams looked at each other trying to make sense of this before one of them decided to speak up. "Do you... wanna get up?" Yang asked the girl as it seemed it was Yang who made the choice.

Penny thinks about this for a moment. "Yes!" She leaps back on her feet while the team steps back a little. "My name is Penny! It's a pleasure to meet you!"

"Hi Penny. I'm Ruby." Ruby introduced.

"James Rodgers." James introduced smiling to the odd girl.

"I'm Weiss." Weiss introduced making sure that the Arc Reactor in her chest was hidden under her clothing.

"Francis Barton." Francis introduced before Torunn spoke up.

"Well met, I am Torunn Thorsdóttir." Torunn introduced before the next one spoke up.

"Blake." Blake introduced herself before Azari spoke up next.

"Azari T'challa." Azari introduced himself as the Black Panther looked to the odd girl.

"Are you sure you didn't hit your head?" Yang asked while scratching her head a bit only for Blake hit her in the bombshells side. "Oh, I'm Yang." Yang introduced herself to Penny just as Pym returned to his normal size and childlike stature.

"Henry Pym Jr." Pym said as he stood next to Ruby on this one.

"It's a pleasure to meet you!" Penny enthusiastically stated.

Weiss sighs. "You already said that." Weiss said wondering if this girl was mentally impaired or something.

Penny pauses again before speaking. "So I did!" Penny said as her happy attitude didn't change in the slightest.

"Well, sorry for running into you!" Weiss said as the two teams turn around and started to walk away to return to their current tasks at hand.

"Take care, friend!" Ruby said waving her arm as James was with her on this.

"Be safe out their buddy." James said while taking his leave as well.

As the two teams left the words spoken by James and Ruby registered in her mind. They two teams wouldn't see her coming till it was too late to stop her from performing her act.

(With RWBY and the Avengers)

The two teams were walking away just as Yang began to speak. "She was... weird..." Yang whispered while they walked but Weiss sighed.

"And that Faunus got away…" Weiss said before sighing. "Oh well I suppose I can pick up those parts and we may call it a day." Weiss said as she needed those parts for the next few armor designs she had been working on as of late. Yes the Mk. VII was a success but she needed armors for vary scenarios such as the Hulk losing control.

"Wow!?" Pym cried out in shock as all eyes were on what he was looking at.

Penny had suddenly appeared in front of a surprised Weiss as she pointed back to where they left Penny trying to figure out how she got here so fast. "What did you call me?" Penny asked causing Yang to panic a bit.

"Oh, I'm really sorry, I definitely didn't think you heard me!" Yang apologized as the girl didn't realize that Penny heard her comment.

Penny shook her head to Yang before speaking. "No, not you." She began before she walked through the group and leans her head down to Ruby and James. "You!" She said to the Huntress and Avenger.

"Me? I-I don't know. I, what I, um, uh..." The Young Reaper was startled by this as James was staying calm.

"You called me 'friend'! Am I really your friend?" Penny asked as she hoped the two would say yes.

"Uumm..." Ruby began before looking over Penny's shoulder while her teammates motion to deny her. "Y-Yeah, sure! Why not?" Ruby said as James had a similar thing with his own teammates.

"Of course can't deny someone who wants a friend right?" James offered as he drew forth his father James Rodgers inner spirit. The Gong then went off in a distance as the 7 behind Penny fell down like this was some anime.

Penny then laughed and cheered in joy before she began to speak to her new friends. "Sen-sational! We can paint our nails, and try on clothes, and talk about cute boys!" Penny said happily as the Avengers once regaining themselves sweat dropped a bit in response.

Ruby groaned a bit before she looked over to Weiss as she brushes herself off. "Oh, is this what it was like when you met me?" Ruby asked as Weiss finished dusting herself off.

Weiss had her response as she shook her head. "No - she seems far more coordinated." Weiss said to Ruby who still remembered what it was like meeting Ruby over at Beacon.

"So... what are you doing in Vale?" Yang asked the happy girl who heard the question.

Penny smiles facing Yang. "I'm here to fight in the tournament." Penny responded with a proud tone to her ever happy voice.

"Wait, you're fighting in the tournament?" James asked wanting to know more about Penny's intentions for the Tournament.

Penny salutes. "I'm combat ready!" Penny said while she saluted ready to do some damage to her opponents during the tournament matches to come.

"Forgive me, but you hardly look the part." The Heiress says looking at Penny's get up and not seeing how she was a Huntress in training.

Blake raised an eyebrow. "Says the girl wearing a dress." Blake responded as Weiss glared at her on that one.

"It's a combat skirt!" Weiss defended as she glared at Blake for her Jarvis like comment just now.

The skirt sister speeds over to Weiss' side. "Yeah!" Ruby agreed as both she and Weiss had their arms crossed for this. Weiss then held out her hand and Ruby responded by giving a low-five to the offered hand.

"Come on we need to go soon." Weiss said after she calmed herself and walked off. "If we see that Faunus again it will probably be at Beacon." Weiss said as she went to pick up the parts and then make their way to the location of Schnee Tower Vale.

"See you later." Ruby said as she walked off while following after Weiss.

"Nice meeting you." Pym added as Penny smiled as well as everyone took their leave for now.

(Scene Break Schnee Tower)

Team RWBY and the Avengers had parted ways as Weiss was in her workshop working on a new armor. "So what armor is this one?" Ruby asked looking at the large suit of armor.

"An auxiliary armor in the event my primary armor line is out of commission." Weiss said as she worked on circuits with Ruby playing lab assistant.

"What's it called?" Ruby asked as she saw the guns equipped onto it.

"War Machine." Weiss said as she then reached for something she could not find. "Welding torch." Weiss said as Ruby passed it as it seems she was also working on something in the lab.

"I thought you didn't make weapons anymore?" Ruby joked as Weiss growled a bit.

"I already had to deal with a Jarvis joke from Blake not from you too." Weiss said as Ruby shut up for a bit.

"So any updates on the Yang-Buster?" Ruby asked as Weiss smirked.

"I'm starting with the Hulk-Buster now that I have proper scans I can begin the frame work on an armor to counter the Hulk. Furthermore I still need to work on an armor deployment system that can be available to me at a moment's notice." Weiss said as Ruby had an idea.

"Well with that probe thing you're launching into space… why not have your major heavy hitter armors launch form outer space?" Ruby offered but as Weiss glared to Ruby about how that was a dumb idea she stopped for a moment.

"That… is not a bad idea." Weiss said as she thought it over. It's well beyond her enemies reach and further more secured enough so she wouldn't have to worry about her more dangerous armors falling into the wrong hands anytime soon. Furthermore with the fact she was due to launch a probe into space it wouldn't be beyond the realm of reason to have her armors deploy from there if successful. "Jarvis." Weiss began but it seems Jarvis was ahead of her.

"I am already beginning frame work and theorems for this project." Jarvis said as Weiss nodded.

"And put it under Veronica." Weiss added as Jarvis understood.

"Yes Ms. Schnee." Jarvis said as Ruby smiled at her success. "Also I must remind you the launch is tomorrow morning so I suggest you start heading back and preparing Ms. Schnee." Jarvis said as Weiss nodded in response.

"Yeah the Auxiliary CCT Tower and the Satellite uplink for it will push Remnant to the next age." Weiss said as clearly she was a futurist.

"Wait Auxiliary what now?" Ruby asked as she was lost on this subject.

"I'll explain later." Weiss said as she finished the last few bolts on the War Machine Armor she was working on before calling it a night. 'Personally I just hope Blake is doing ok.' Weiss mused to herself as she knew Blake felt guilty for what happened to her. After all Weiss is reminded of it every single moment of her life through the magnet in her chest. Luckily it was small enough to allow her breasts room to grow as they should but still big enough to be seen.

(Scene Break that evening Beacon)

Students were in their Dorms as once the morning came every student is going to want to be at the courtyard. After all it's not every day Weiss manages to build a Satellite and launch it from Beacon Academy of all places. Apparently it's been on the talk since Iron-Heart made her debut and seeing as Weiss was going to enroll in Beacon which was hosting the Vytal Festival Tournament the launch would be here. After all what better kick off of worldwide cooperation then launching the new Satellite that would possibly make the CCT Towers antiques. Weiss was of course getting her sleep as with her teammates save for Blake.

Blake had been thinking for some time now. Her teammates were made aware of her Faunus Heritage from day one since Weiss knew it from the start. She chose to wear the bow so no one would judge her and after the fiasco with Cardin and Jaune she didn't want people's opinion changing on her due to her heritage. She suspected Azari may be aware of it and James was possible already aware but neither made movements to suggest they held it against her.

But she then decided to let sleep take her as she needed it. After all tomorrow was Weiss day to shine and she needed to make sure incase the unsavory sort tried to stop it they would have problems trying.

(Scene Break Next Morning Beacon)

The next morning dawned clear and beautiful. Team RWBY and the Avengers as well as half the faculty gathered out on the number four landing pad that overlooked Vale. A stubby cylinder with a sharp looking cone on top sat in the middle.

Professor Oobleck had a bulky, old style video camera. "Almost ready. This is HISTORY in the making here! Why, I am so excited to be here and documenting such a momentous occasion!" He said zooming around while getting ready. Many cameras and drones flew around curtesy of Weiss as she worked the final needed items.

"We know, Professor Oobleck." Ruby and Yang said in sync.

Weiss just had a small grin while she worked from her Scroll. Five basic repulsor thrusters with one of his high density super-batteries made up the base of the rocket. Then fifteen feet of payload with a cone for basic aerodynamics. "It's not going anywhere until you are ready." Weiss said as she kept her work up.

Ruby stared at the headmaster's cup, trying to figure out how it stayed warm in the morning chill.

"It's rude to stare, Ruby." James joked as Ruby glared at the Red Head Super Soldier child.

"Why is his coffee still warm? He must be doing something," the silver-eyed girl said, squinting hard to try and see the trick.

"Oh no." Yang put her hand to her forehead. "She's going to try and figure this out with hot cocoa." Yang said as Ruby glared at her sister for that one.

"I wouldn't... cause a mess again!" Ruby said to her sister, catching herself before she could lie.

"It's a trick I picked up a long time ago. I don't think your semblance would allow for it, even if you figured out how to stretch it to do new things." Ozpin said with a soft smile as Torunn smiled a bit.

"I may hath to disagree practice does make perfect." Torunn joked as Francis agreed on this one.

"Got it," Oobleck called out as Forest was also here.

"Same here." Forest said as he had his own set of cameras and was helping out at the control hub for the launch.

The headmaster held his coffee cup so it lay slightly out of sight of the camera. "Very well. Action." Ozpin turned to look at the camera directly. "Today, thanks to the assistant of Weiss Schnee, Vale and Remnant will launch its first satellite into orbit over our lands. Not only will it expand the CCT, but it will be able to look down upon the world so that we can better forecast the weather and aid in inter kingdom travel. Eventually a ring of these satellites will circle Remnant, helping the whole world. Ms. Schnee, if you would do the honors?" Ozpin said as he smiled to Weiss on this action.

"Thank you, Headmaster. The self-diagnostics all show green and we will do an abbreviated count-down. Five, four, three, two, one and activation," Weiss called out, letting the simple autopilot launch. Forest of course got ready as the vessel for the Hulk had to make sure the satellite reached its desired orbiting destination.

The stubby rocket shot higher and higher into the sky until it disappeared in less than a minute.

"Not much to see for about a day. But if everything goes as planned, we should have a backup link between Vale and Atlas," Weiss said as she did this.

"We can keep an eye on this from a special link at the Schnee Tower in Vale." Forest added as Weiss nodded.

"Hence why you can have access Mr. Polendina." Weiss said as Forest nodded to this in response.

"There you go, people of Vale. A stunning day of success for Vale and Remnant!" Oobleck exclaimed from behind the camera.

"Well this was a waste of time." Francis said after the camera shut off only for Torunn to his him in the gut for that comment of his.

"We can only wait and see for now." Weiss said as she hoped it would do as she intended for it.

(Scene Break Cinder)

Gold eyes flared with intense fire in the darkness. "They did what?" Cinder demanded of her informant.

"It's some sort of satellite that can work as a backup to the Cross Continent Tower system," the slightly chubby woman said.

"Return to work and see if you can find anything about this satellite. And the name of the scientist that made it," Cinder ordered as she turned around.

"Um, I actually have that information already. It was preposterous at first, but Ozpin claims it is a student. But after looking deeper it wasn't far-fetched as I first thought. A student with engineering skills that are unbelievable, named Weiss Schnee but we all know her as Iron-Heart." The informant fought the instinct to dab the sweat off her forehead.

"Hmm. That is useful to know." Cinder walked deeper into the shadows, hips swaying even without an audience. The first thought of a scapegoat came to mind, only to be discarded. Ozpin would not endanger a student like that. But this was worse if the Satellite managed to get to Salem's location her lair would be compromised. She then took out her scroll and began to call Watts and inform her of what she found out.

"Watts… it's me… listen get to the mistress as fast as possible I just found out the Schnee girl launched something into orbit that can and will compromise us all. Tell Salem her home is in danger of being discovered from the stars." Cinder began but Watts sounded like he was scoffing her of. "Watts if this wasn't serious I wouldn't call you just do it ok." Cinder said as Watts then sounded convinced to her and Cinder hung up. Time was wasting and she may need to have Watts rework the Virus if the Schnee girl proves to become more of a problem for them.

This bore deeper investigation but also warry as she then sighed to herself. "I do hope you understand the trouble I went through to break you out." Cinder said to a figure in the shadows as he glared at her. "With your power I want you to take down this group as soon as possible." Cinder said showing to him the images of Francis, Torunn, Weiss, Pym, Azari, Forest, and James.

"Don't worry they won't be a problem." He said but Cinder glared at him.

"Don't underestimate them. If you truly are what you say you are then hit them with everything you have… Graviton." Cinder said as a man in a blue suit with black hair and white highlights came out.

"Of course." Graviton said with a smirk on his face. "After all with my power… I'm the strongest there is." Graviton said as Cinder glared at him.

"Don't fail me." Cinder said as she needed to return to their plans ASAP.

(Scene Break Blake that evening)

Blake stood in front of the Statue in Beacon as her eyes looked upon it. She saw the Huntsman it portrayed but saw neither of them were Faunus and then her eyes drifted to the Grimm they stood over.

She then took off her bow and allowed her cat ears to be free as she looked upon the statue. She then heard a new voice that caught her by surprise. "I always figured you'd look better without the bow." Azari said as Blake looked over to Azari who stood there with a smile on his face.

"Well took the words right out of my mouth." The Monkey boy said as he looked over to Blake with a smile on his face.

"So… wanna talk about it?" Azari asked as he was offering an ear to her and if need be a shoulder for her to cry.

(TBC)

ESKK: Yes this is a filler chapter sue me. Anyway I hope you all enjoyed it and until next time I shall say… Ja-Ne.


	10. Chapter 10 Assembled at Last

Next Avengers Heroes of Remnant

ESKK: Well new chapter let's get this show here rolling. Also a small request can one of you make a cover image for this fic for me. It's been getting some traction lately and I want to make it unique so yeah. Anyway think it over and enjoy it.

(Start)

_**There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.**_

_**The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'**_

*Insert Fight as One by Bad City

Start the opening music as the scene showed Vale as smoke rose from a distance showing it was under attack. Then it showed a large Grimm roaming about it roaring before it fired a beam from its maw causing the building major damage.

-Our world's about to break! Tormented and attacked!-

The screen began showing Weiss Schnee at the SDC Vale Branch during her visit from Beacon as she observed the attack before taking her leave to suit up. The scene then showed a man in disguise before his eyes glowed green. He then proceeded to turn into a green muscle bound for before roaring out.

Weiss hand was then scene in some skin tight suit as she moved the scene to show another one.

-Lost from when we wake! With no way to go back-

The scene then showed James as he had the Star Shield out and the Widow Magnum and fired at the Grimm and threw his shield at some White Fang Members. The scene then showed Torunn flying in the sky summoning thunder as Salem and Cinder were nearby and afar observing and glaring at her. She summoned forth Thunder before flying to the fight with the after image of Asgard in the place of Vale.

Weiss hand then appeared again before she showed the image of Azari, Pym, and Hawkeye in action as Pym went big smashing the smaller Grimm before going small to take down the Fang. Hawkeye with his new Bow and Arrow set fired off his Arrows showing them to be more like his fathers each with a different gadget to it. Following it up Azari charged in with thunder surrounding him before he mauled a few Grimm before spin kicking the White Fang who attacked.

-I'm standing on my own! But now I'm not alone! (Avengers Assemble)-

The scene was then moved by Weiss once more before she armored up in her Mk 7 armor before she launched through the tunnel.

-Always we will fight as one! Till the battle's won! With evil on the run! We never come undone!-

The scene began to show the group fighting off both Grimm and White Fang member as well as a few other foes about. James threw his shield and even converted the Widow Magnum into a sword slashing through his foes while holding back against the Fang and humans. The new Hulk came in smashing the foes as Pym flew and ran around in his small form before going big again. He then went for the big ones with Hulk before Tureen flew in.

-Assemble, we are strong! Forever fight as one! Assembled we are strong! Forever fight as one!-

Weiss or Iron Heart was then joined by the rest of Team RWBY as the team worked together taking on any foe they came across. Tureen and Cinder were seen duking it out with Ruby helping Torunn. Torunn fired off a powerful thunder blast from her sword as Cinder fired her strongest fire blast causing the two powers to struggle to overpower the other. Ruby then came in and broke the fight up before smiling to Tureen.

Ruby then ran over to James before helping him out as the two stood back to back taking on the Grimm side by side. Following, this up was Yang and Hulk both smashing to their hearts content before the two knuckle bumped each other. Next up was Azari as he and Blake worked in true symmetry as the Black Panther and Black Cat proved to be a powerful duo here. Pym was then seen helping out Weiss before Tureen came in to provide her support with James. Weiss fired a repulse beam at James causing it to reflect off his shield hitting the Grimm nearby.

The scene began to end with the two groups gathered around while glaring at the Grimm and White Fang surrounding them. The Grimm roared out but the Team was ready because despite being from separate world these Avengers had Assembled.

*End Opening Sequence

(Start Monday Ozpin's Office Beacon)

Professor Ozpin looked at the picture from the Stark satellite on his scroll. Seeing the masses of Grimm in heavily infested areas chilled his heart. "So there lies the hearts of darkness." He took a sip of his coffee, narrowing his eyes. "Weiss Schnee. You are an enigma." Ozpin confessed as it wasn't only Weiss who was the Enigma. The Avengers have become something of a symbol and they haven't realized it yet. He knew those children were summoned by the God of Light and to learn even more heroes were summoned forth by him… it made Ozpin and the old weary soul of Ozma smile with joy with this new fact.

His life was a lonely one shackled by the chains of his mission and after seeing Weiss's Life Support System she may have given him a way to save Amber's Life. Yes he knew it was thanks to a fellow prisoner of the White Fang that Weiss had the technology but this could be used to save Amber's life. Ozpin was in fact considering bringing these Avengers into his inner circle because as far as he knew they were like him given a mission by the Gods themselves. Furthermore he had them to thank for the Stone. See years ago he had discovered the Time Stone and at the time he had no idea he did. Thus he used it to build his cane unaware of its full power.

But now Ozpin was aware and knew the Time Stone was his to guard and prevent Salem and whoever this Thanos was from retrieving it. It was for this reason why he also hesitated to let the Avengers into his inner circle because of their mission to keep the Stones away from Thanos.

He then proceeded to close his scroll as the massive gears clicked and clacked away around him. He stared into the darkness at the edges of his office for a minute. Then his left hand activated the built in screens on his desk. Three massive windows expanded like scrolls, even as Ozpin brought up his ever growing list of information about the Avengers.

On his third reading, his eyes stopped on a small note. "Life support module? Hmm." He said noting that it appears Weiss was trying to mimic the technology that had saved her life.

He pulled out his scroll, sending a quick message to General Ironwood for specifications for the life support module under the codename Autumn Rises. If Weiss could crack it and improve it to save Amber's life, it must be attempted.

That seemingly simple email changed the world. Ozpin found that out in the future, though.

(Scene Break RWBY Dorm Room)

As the morning Sun rises, Ruby woke up and Yawn. Shaking the cobwebs out her head, she look over to her team mate bed and saw Blake wasn't back at all as she said, "Ahh."

Since the Launch of the Satellite Blake has been MIA and from what she heard so has Azari. James saw this wasn't like Azari to vanish on them without letting them know somehow. Normally if he was going to be gone long he'd tell them so they don't wait up. But for some Reason Ruby was worried but just a she got up a knock was heard from the door and in turn Ruby answered it.

When she did she saw the Avengers there as she was surprised to see them here of all places. "Get dressed all of you." James said as Yang saw this.

"What why?" Yang asked as Weiss got up as well.

"Azari is missing and he isn't answering his scroll." Pym responded as Weiss heard this as well.

"Then that means he and Blake may have gone AWOL." Weiss said as Ruby nodded to this.

"Ok we'll get ready as soon as possible." Ruby said as she knew the Black Panther Huntsman and the Faunus Huntress may very well be in danger as they spoke.

(Scene Break Downtown Vale)

"She's been gone all weekend." Ruby said as she walked with the others. "Ever since you launched that thing into orbit." Ruby said with a depressed tone.

"Azari can take care of himself but he always lets us know if something is up." Torunn said as she walked with her cohorts.

"I'm having Jarvis run Blake's face through facial recognition as we speak. Any idea where Azari may have ran off to?" Weiss asked looking to the Avengers.

"Not a clue he probably went off to some library or something nerdy like that." Francis said only to be elbowed by Torunn causing the archer to yelp.

(Scene Break at a Café)

Blake took a sip of her tea as she, Sun, and Azari were at a Café in Vale having a cup of tea each. The Monkey Faunus held it by his tail while Azari held the cup normally as Blake took a sip of her tear in turn. "So…" She began while she put the cup down after her sip. "You wanna know more about me." She offered knowing she had some things to get this off her chest somehow.

"Finally, she speaks! Nearly two days and you gave me nothing but small talk and weird looks!" Sun says in exasperation, then Blake gives Sun a firm look. "Yeah, like that." Sun said just before Azari elbowed him for it.

"Be nice." Azari scolded before gesturing for Blake to continue.

Blake rolls her eyes before closing them and looking at him sadly. "Sun Azari... Are you two both familiar with the White Fang?" Blake asked getting down to the knit gritty of things.

"Of course! I don't think there's a Faunus on the planet who hasn't heard of them. Stupid, holier-than-thou creeps that use force to get whatever they want. Bunch of freaks, if you ask me!" The Monkey Faunus said with disdain.

"My friends and I crossed paths with them a couple times on the way to Beacon a bunch of nut jobs if you ask me." Azari replied giving his honest opinion here.

Of course the two received a glare for their comments but Blake began to let it slide. "And the look is back." Sun said as he looked to her while Azari then shut his mouth.

Blake sips her drink while listening until she speaks up for the big reveal. "I was once a member of the White Fang." Blake confessed as this caught Sun by surprise.

Sun promptly goes cross-eyed and chokes on his drink, making him put it down and wipe his mouth as he holds up a hand to process this information. "Wait a minute, you were a member of the White Fang?!" Sun asked as he did not see that coming at all.

Blake nods before she continued. "That's right. I was a member for most of my life, actually. You could almost say I was born into it..." Blake said as she looked to her two friends sitting with her here.

(Flashback)

As a darken area with smoke, flames, and weapon that litter the ground.

"Back then, things were different."

Scene slowly changes to 6 being, 3 on the right were humans the 3 on the left were Faunus, as the ones in the middle were shaking each other hands showing peace between them.

"In the ashes of war, the White Fang was meant to be a symbol of peace and unity between humans and Faunus."

Scene changes again as a Faunus were being hated by a group of people that was throwing, hitting, and cursing him and his kind.

"Of course, despite being promised equality, the Faunus were subjected to discrimination and hate."

AS the scene came to where two of the Faunus brethren came and try to stop the violent as the one still on the ground was cowering in fear.

"Humanity still thought of us as a lesser beings. And so, the White Fang rose up as a voice of our people."

The image change to where a group of Faunus was protesting for equal rights as in front was a younger version of Blake, scuff up but held strong, holding a sigh as well.

"And I was there. I was at the front of every rally. I took part in every boycott. And I actually thought we were making a difference... but I was just a youthful optimist..."

As the scene change to a flag poll of the sign of the White fang of a blue back ground with a white tigers face… until it was brought down and a new one rose to a more horrifying one as the tiger face itself red as blood, and claw mark through it as the flag itself look to be stain in spatter blood.

"Then, five years ago, our leader stepped down, and a new one took his place. A new leader, with new ways of thinking. Suddenly our peaceful protests were being replaced with organized attacks."

Scene came to Faunus holding signs, changes to them holding weapons, destroying stores, and hijacking trains and stealing their goods of dust and money.

"We were setting fire to shops that refused to serve us. Hijacking cargo, from companies that used Faunus labor."

Scene changes once more to three Faunus standing in a dark room that you only see their outlines… and their wicked smiles.

"And the worst part was? It was working. We're being treated like equals. But not out of respect... out of fear."

(Flashback ended)

As Sun was surprise to hear the tale, Azari knew such stories and wasn't looking too happy. Azari of course was finished with his drink and just sat there in silent waiting for Blake to end her story.

"Of course there was more to the story then meets the eyes… after all the White Fang gave rise to Iron-Heart." Blake said before going into the next tale.

(Flashback Start Again)

"We had gotten some tip that Weiss Schnee was presenting a new weapon she had developed for Atlas over in Vacuo. Now mind you it was no surprise that Weiss was a girl who had a mind years ahead of her time." Blake spoke as the images began to show the White Fang lying in wait in Vacuo.

"We were told to kill her then and there but our leader for the sect had another idea." Blake said as an image of Adam showed who had the new plan.

"So we opted to capture here instead and force her to make weapons for the White Fang instead of getting them off the black market." Blake said before the scene began.

The White Fang fired a missile at the convoy destroying one of the armored trucks causing the other to halt. It continued as the scene then showed Weiss running out of her truck to either escape or fight back. "All it took was one missile for Weiss's fate to change and well you know how that went." Blake said as Weiss in the flashback saw the missile land next to her showing her the SDC crest before it exploded.

Weiss was then seen on the ground as she looked to her chest that showed to be changing color and bleeding staining her clothing a blood red color.

"We stabilized her and gave her the ultimatum build the White Fang weapons or die." Blake explained as the scene showed Weiss on a hospital bed with a newly installed magnet in her chest powered by a car battery. "I may have given her the means to escape at the time but she figured out how to put it all together and escaped in the Iron-Heart Mk. I armor." Blake explained as the image showed Weiss in a suit of armor comprised of welded metals. "And you how that song and dance goes." Blake explained as Sun did in fact know where this was going as the scene showed the Mk. I becoming the Iron-Heart armor we all know today.

(End Flashback)

AS Blake put down her tea cup, she spoken, "So, I left. I decided I no longer wanted to use my skills to aid in their violence." Azari had to give respect to Blake to doing what she did, might have been the hardest choice there was. "And instead, I would dedicate my life to becoming a Huntress. So here I am. A criminal hiding in plain view, all with the help of a little black bow," Blake finishes as she looks up at her ears wiggle them to show there were still there.

"So... have you told your friends any of this?" Sun asked as Blake was silent in response. After all they knew she was a Faunus already but its only Weiss who knew she was an Ex member of the White Fang.

(Meanwhile RWY and the Avengers)

"Blaaaake!" Ruby called out looking for their missing teammate.

"Blaaaake!" Yang called out offering assistance as Pym flew around trying to find their missing teammates.

"Azari!" James called out looking for their missing teammate much like how the members of RWY tried to find theirs.

"Blake!" Yang called as she tried to locate Blake somehow while Weiss was focused on her scroll at the moment.

"Anything Weiss?" Ruby asked concerned for Blake and Azari's safety.

"Azari is pretty good at blending in, and if he doesn't want to be found then he'll be hiding real; good." James said offering whatever help he could.

"Yeah and by the looks of it Blake has the same skill and level as Azari does." Francis said while also looking for their missing team members.

"He's right looks like Azari and Blake know to avoid CCT Camera's and the like." Weiss said coming up with blanks on their missing teammates.

"Well we need to find them soon." Ruby spoke as she passed by.

"Yeah who knows what may happen to them." James agreed following after her.

"Azari can take care of himself but I'm worried." Pym said as he walked by next.

"But they could be anywhere in Vale at this point or even outside the Kingdom itself." Yang said coming in next.

"That's the thing about black wearing ninja's their damn good at hiding." Francis said before Torunn spoke up.

"They hath no reason to fear us. We must not tarry in locating our missing cohorts." Torunn said while walking by.

"I'll have Jarvis try other avenues of search. They could not have gone too far away from here." Weiss added while working on her scroll and with Jarvis.

"And I think Weiss's hair looks wonderful today." Penny said surprising the members of RWY and the Avengers as they all looked to her in shock to her sudden arrival.

"GAUH PENNY WHERE DID YOU COME FROM?!" Ruby yelped in shock while Penny just smiled at them.

"Hi guys what are you up to?" Penny asked with her ever present smile.

Ruby was 'ahh' for a little bit until Yang spoken up, "We're looking for our friend Blake."

Penny took a moment before saying, "Ooh! You mean the Faunus girl!"

"Yeah her." Francis said looking over to Penny who understood.

"So, where is she?" Penny asked in her normal quirky self.

"We don't know. She's been missing since the satellite launch on Saturday." Ruby told Penny… trying to stay positive.

Penny gasp as she said "That's terrible! Well don't worry Ruby and James, my friends! I won't rest until we find your teammate."

As Penny tried to reinsure to Ruby happiness, as she is Penny first friend after all.

"Uh, that's really nice of you Penny, uh, but we're-we're okay, really. Right guys?" Ruby asked her teammates and the other members of the Avengers to see them all gone, and then the wind blow again the other way as the Tumble weed came back… Seriously, why is there a Tumble?

"It's sure is windy today," Penny say stating the obvious.

"Well this is great." James said as Ruby sighed and began to cross the street to better continue the search. But before she could do so James saw something and acted.

"Ruby look both ways!" James called in a panic as Ruby was wide eyed and heard a scooter horn. Ruby quickly bolted out of the way in time to see the scooter skid to a halt. On it they saw none other than Professor Polendina as Penny recognized him.

"Ruby, James?" He asked surprised while removing his helmet showing he was doing some odd jobs such as delivering packages.

"Professor?!" Ruby asked as Penny saw him and smiled recognizing him instantly even after the time they have been apart.

(Scene Break Azari, Blake, and Sun)

(Scene break with Azari, Sun, and Blake)

"So, what's the plan now?" Sun asked with hands behind his head while they walked through town.

"I still don't believe the White Fang is behind these robberies. They've never needed that much Dust before." Blake contemplating as she walked and thought. "Even if Adam is out again they shouldn't be able to make a move like this so soon." Blake said while thinking this scenario over.

"What if they did?" Sun began as he put his arms down while running in front of them. "I mean the only way to prove they didn't do it, is to go to the place they would most likely go if they were to do it and not find them there." Sun said while pasting back and forth as Blake saw he was on to something. "Right?" He asked as even Azari himself had to admit that was smart thinking.

"The only problem is we have no idea where that would be." Azari said as he looked to Sun as Blake had to agree there.

"Well while I was on the boat I heard those guys talking about off lifting a huge shipment of Dust from Atlas." Sun said as Azari was about to ask but Blake beat him to it.

"How huge?" Blake asked as she wanted answers hopefully to prove the White Fang had no part in these Dust robberies.

"Huge big Schnee company freighter." Sun said spreading his arms out to emphasize the size.

"You sure?" Blake asked seeing a possible lead that would either prove or disprove the White Fang's involvement.

(Scene Break with Torunn, Francis, and Pym)

"Thanks anyway." Francis said as he left another shop with his friends.

"Another dead end." Pym sighed as Torunn looked around a bit. "Maybe something happened to them." Pym said worried for both Azari and Blake's well-being.

"We cannot give up so easily Pym." Torunn assured the youngest member on locating their friends.

"I don't know." Pym said remembering how before Francis came into the picture they always had each other and Tony. But Tony was back on their Earth and now it was just them alone. Sure they diched James and Ruby to Penny but it didn't change the fact that he was afraid that they're team was starting to break apart.

"Don't worry short stuff it's like Torunn said we'll find them." Francis added while walking with the two of them.

"I hope your right." Pym said sadly since he was still a kid he was still naïve to a lot of things in the world.

(Meanwhile with Yang and Weiss)

Yang and Weiss were seen leaving a store as Yang waved to the folks inside bidding them all farewell. "Thanks anyway." Yang said as they walked out with Weiss having her hands on her hips. "This is hopeless." Yang said as she then turned to Weiss and saw she was worried.

"This is my fault." Weiss said as she looked away a bit.

"It's not Weiss there was probably nothing you could have done." Yang said but Weiss disagreed.

"There was plenty I could have done!" Weiss argued catching Yang off guard before Weiss began to calm herself. "I owe Blake my life in a sense if it wasn't for her… I would never have seen the cruelty and horrors my father had caused as well as my part in it." Weiss said as she walked away a bit. "It's because of Blake that I became Iron-Heart to set right the wrongs my family had caused." Weiss said as Blake then walked up to Weiss and put a comforting hand on her shoulder.

"It's ok." Yang said as she smiled to Weiss. "We'll find her don't worry." Yang said as she knew Blake may feel guilty for her actions with the White Fang… but if it want for Blake… they would never have gotten a superhero from Weiss as Iron-Heart.

(Meanwhile with James, Penny, Ruby, and Forest)

The four were walking down the side walk while Forest had dropped off his scooter at a parking lot to help his students. "So if I am understanding correctly Blake and Azari are both missing?" Forest asked as he walked with his students.

"Yeah." Ruby began as she looked to the duo.

"Is it because you're mad at her?" Penny asked as Ruby turned her head to this.

"No we don't know why she ran off." Ruby sighed while walking. "I think it's more like she's mad at us." Ruby said while they kept walking about.

"Why would she be mad at you?" Penny asked confused as to why Blake would be mad at her teammates.

"We don't know that's what we want to find out." James said before Forest spoke up.

"What about Azari?" Forest asked as James then shrugged in response.

"Not sure it's not like him to vanish like this." James responded trying to figure out where their missing teammates had ran off to.

"Well I don't have many friend but if I did I'd like them to talk to me if they have problems." Penny said as Ruby then looked down sadly agreeing with Penny.

"Me too." Ruby said before they continued their search.

(Scene Break That Night Docks)

Blake and Azari were seen looking over the docks where the shipment was currently located. They waited for something to occur as they did a improve stakeout at the Docks. A boat horn was heard from afar as Azari crotched down to observe the scene while Blake laid down to better stay hidden from sight.

But then Sun was heard as he walked in. "Did I miss anything?" He asked as he joined the two on their stakeout. He crouched down as it seemed he was carrying something in his arms at the moment.

"Not really they offloaded the crates from the boat… now there just sitting there." Blake said as Azari looked to it.

"Something isn't right?" Azari asked as he looked around the area. The eyes of the other two were on him as he saw this. "I mean with all the Dust robberies going on, wouldn't Atlas or at the very least the SDC have more security on their products. I mean sure with Willow Schnee in control of it again it just doesn't make sense why they would leave the crates unguarded like this." Azari said as Sun heard this.

"What are you thinking?" Sun asked but it was Blake who figured it out.

"Two things… either bribes from a criminal factor… or someone had infiltrated the area." Blake said knowing how espionage worked out here.

"So I guess this food I stole won't do much." Sun said as he held the apples in his arms.

But then a wind blew by with a pair of turbine engine sounding off as the trio took cover from it. They looked up and in turn saw a Bulwark flying over heard. The vehicle came in for a landing as Blake saw this. Once the Bulwark landed they saw the people depart as Blake recognized the people instantly. "Oh no." Blake said realizing that the thing she hoped was wrong was in fact truth.

"Is that them?" Sun asked as he saw the White Fang depart from the Bulwark.

"Yes. It's them." Blake responded as Azari got ready to move in and stop them.

(In the Docks)

"Alright. Grab the Tow Cables." A White Fang Member ordered while holding a rifle in his arms.

The White Fang Members did as told as they began to get to work on acquiring the Dust delivered here.

(Back with the Trio)

"You really didn't think they were behind it, did you?" Sun asked as Blake looked to the scene with sadness.

"No. I think deep down I knew. I just didn't want to be right." Blake said as this only added fuel for the guilt she felt over her actions with the White Fang. Sure it resulted in creating Iron-Heart but Weiss can never truly have a normal life again. The Arc Reactor in her chest is the only think keeping her alive acting as a magnet to keep the Shrapnel away from reaching her heart.

"Heads up." Azari cut in as he saw a familiar face among the White Fang Members.

"Hey! What's the hold up!?" Came the voice of Roman as he walked into the open with the other grunt members of the White Fang.

(Back at the Docks)

Roman Torchwick was seen walking out of the Bulwark still carrying his cane as he looked to the group of White Fang Members. "We're not exactly the most inconspicuous bunch of thieves at the moment, sooo why don't you animals try and pick up the pace." Roman said as he had no intention of being caught anytime soon by the police or these new superhero wackos.

(Back with the trio)

"This isn't right." Blake said as she watched the scene playout. "The White Fang would never work with a human. Especially not one like that." Blake said as she got up and drew her sword.

"Right behind you." Azari said as he got up and flexed his claws activating the Wakanda.

"Hey! What are you doing?!" Sun asked as he then saw the two jump down to join the fray.

(With Azari and Blake)

The two after sneaking in were hiding behind some crates waiting for the time to act. They saw Roman looking to a White Fang member who he seemed to be lecturing. "No you idiot! This isn't a leash!" Roman scolded as the White Fang Grunt held cables in his arms before Roman.

Azari and Blake then nodded to each other and got moving to blindside Roman Torchwick. Once they moved Roman didn't see it coming as he found a sword at his neck from behind. "What the?" He began but then saw Blake and knew what was currently happening to him now. "Oh for f-." He began but was then cut off by Blake.

"Nobody move!" Blake ordered as the White Fang Members began to draw their weapons on Blake holding their 'boss,' hostage at the moment.

But then Azari jumped in and disarmed them with ease as he pointed his claws at one with the threat in them very much evident.

"Whoa! Take it easy there kids." Roman suggested in hopes of staying alive and in business.

Blake removed her bow revealing her Cat Ears once more as she glared at the White Fang who was working for Roman right now. "Brothers of the White Fang. Why are you aiding this scum!?" Blake demanded as she wanted answers for the why. Some of the remaining armed White Fang Members lowered their weapons while the ones Azari had at claw point raised their hands and eased back.

"Heh, oh kid. Didn't you get the memo?" Roman asked as Azari glared at the criminal.

"What are you talking about?" Blake demanded as Azari got ready to move in.

"The White Fang and I are going in on a joint business venture together." Roman boasted as Azari glared at the crime boss.

"Tell me what it is or I'll put an end to your little operation." Blake threatened holding her sword closer to Roman's neck.

Soon Turbine Engines were heard as Azari got up and shielded himself from them. "I wouldn't exactly call it a little operation." Roman said as Blake was in shock at what she saw.

Azari then looked to Roman before acting fast as he moved in. "Blake look out!" Azari called out getting Blake's attention in time to push her out of the way and struggle with Roman's weapon.

"Hey get off!" Roman called out as the two struggled before Azari managed to get the weapon pointed upward. The trigger was then pulled and in turn the explosive shot was fired upward like a flare.

(Ruby, Forest, Penny, and James)

The group heard this as Ruby was wide eyed at what she saw. "Oh no." Ruby said knowing trouble was afoot and Blake may be smack dab in the middle of it.

Seeing this James acted by pulling out his scroll to which James knew what was going on. James then got his scroll out and sent the signal to the others. It was an app Pym had worked out for their scrolls and in turn a stylized A appeared on it. With it the Arrow began to point outward as it sent the signal to Assemble.

(With Torunn, Francis, and Pym)

The trio were still searching when they felt their scrolls go off and went for it. They looked and saw James had activated the Scroll's App. With it coordinates to meet at the Kingdoms Docks.

"Alright time to assemble." Francis said as Torunn nodded to this. Pym shrunk down and flew off with Torunn who grabbed Francis and flew off as well.

(Meanwhile with Weiss and Yang)

The duo saw the flare of Roman's weapon go off in the sky and got moving knowing their friends needed help. "Yang you go on ahead I need to grab my armor." Weiss said as Yang nodded to this.

"Ok Iron Ice Queen." Yang said as Weiss glared at Yang for that jab at her there. "Just don't be late no telling what costumed psycho is on the loose." Yang said which Weiss agreed with Yang on her train of thoughts.

Weiss then saw Schnee Tower and got moving knowing she was going to need to bring in her best tools. She dashed for the Tower as she took out her Scroll and called Jarvis up. "Jarvis get my armor ready NOW!" Weiss ordered as Jarvis heard this.

"Of course Ms. Schnee Armor prep has begun." Jarvis responded knowing what the Iron-Heart armor Weiss was going to deploy into battle with.

(Meanwhile back at the Docks)

Azari and Blake ran and dodged the gunfire sent by Roman as it would seem Azari did have cat like reflexes that was to be expected of the Black Panther. Azari then saw an opening and got close before clawing at Roman's suit causing him to cry out from it.

Roman inspected his suit and glared at the Black Panther. "Do you have ANY idea how expensive this suit is?!" Roman yelled gesturing to his suit and the claw marks on it curtesy of Azari.

"Sorry let me pay the repair bill." Azari said as soon a current of thunder surrounded him before he unleashed it straight at the criminal.

Roman was forced to dodge it as he glared at the cat boy. But then Blake and Azari jumped back and went to cover as Roman glared. "Here kitty, kitty; kitty." Roman said just before a banana peel landed on his hat. When he removed the banana peel he looked up and glared just in time to see Sun jumping in.

He then kicked him in the face knocking him down hard. When Sun landed across from Roman he turned around and glared at Roman. "Leave her alone." Sun warned glaring at the crime lord.

Soon more White Fang joined the fight after jumping off the Bulwarks and trained their weapons at Sun. "You are not the brightest banana in the bunch, are ya kid?" Roman asked looking to the Monkey Faunus.

"May haps he is but he has aid!" Torunn called out as soon thunder struck around them causing the grunts to duck and cover.

"What the f-!?" Roman began before an Arrow came in and in turn Francis was seen coming in on an arrow made zip line.

"We late?" Francis asked as he took aim with his bow and arrows.

"Great anyone else of your posy joining in?" Roman asked only to see a light flash in his face.

"Yeah me." Pym said before firing his stingers at Roman causing him to cry out with each one.

"Hey knock it off kid!" Roman called out to try and swat Pym away.

"Ok." Pym said flying off only for something else to show up. "Gives me a chance to try this out." The pixie sized boy said as he activated a helmet that covered his head and activated. Soon Roman was being assaulted by Ants as they began to climb over his body.

"Oh no! No! NO!" Roman cried out as he felt them crawling all over him. "Ow! OWOWOWOW!" Roman cried out as the ants bit him while he did that ants in his pants dance trying to get them off.

"That should keep him occupied." Pym said as Francis smiled to this.

"Way to go Ant-Boy!" Francis praised happy Pym figured out the original Ant-Man's method of controlling the loyal Ants.

"In coming!" Sun called out taking out his bow staff weapon as the White Fang began to attack them.

Torunn swung her sword about deflecting and blocking the oncoming attacks. With her Pym flew about firing stingers at them and sending the Ants at them. Particularly the Bullet Ants because when those small guys bit… pain is an understatement considering their rank in the pain-index.

Francis meanwhile fired off his arrows at them and even got up close with some of them using one of his Taser arrows on them as he went. He even used his bow as a melee weapon and kicked a few as he went.

Nearby Azari and Blake saw backup arrived and were waiting for an opening to act.

Roman meanwhile finally got the ants off him after a quick dive with a hydrant and glared at the group. He then pointed his can and fired it off at them causing the Avengers and one Huntsman in training to scatter. Roman fired it again and Sun and Torunn in turn spun their weapons blocking it giving Azari and Blake the opening they needed.

"He's mine/incoming!" Blake and Azari both called out jumping over the defenses and went for Roman head-on. The two began to double team Roman as Blake slashed at him and use her semblance to either perform double the damage or to avoid the attacks. Azari swung his claws at Roman as the criminal was dodging the attacks as best he could.

He then managed to get a good blow in on the two before Sun jumped in and split his boy staff into two shotgun nunchucks. Every blow he made he fired off a shell and reloaded as he spun the weapons moving in ways that Bruce Lee would be proud of. Azari then came in and kicked Roman while Black slashed him with her sword knocking the crime lord back hard.

Roman glared and saw a suspended crate before he fired at the cables holding it up. It fell torts the group only for a blue to come in and stop it. They looked and saw Iron-Heart holding the crate over her head using her suits natural strength to help her. "That is Schnee Property you know I'm gonna have to ask for you to pay off the damages." Weiss as Iron-Heart taunted as the White Fang saw that she arrived.

Roman aimed his weapon at Iron-Heart particularly the lens for her uni-beam. But when he tried to fire a shield flew in knocking his attack off course as it spun like a Frisbee. It ricochet off the ground and crates only to return to the waiting hands of James Rodgers. With him Penny, Forest, and Ruby stood with him as Ruby glared at the criminal.

"HEY!" Ruby called out with Crescent Rose at the ready.

"Oh, hello red and her friend red white and blue! Isn't it past your bedtime?" Roman taunted as Roman glared at them to which the two glared back at him.

Penny began to walk forward as she was confused. "Ruby James? Are these people your friends?" Penny asked with curiosity.

"Penny, get back." Ruby urged only for Roman to take the shot while Ruby was distracted.

"Ruby look out!" James called out and got in front of Ruby with his shield up.

The attack hit and in turn the shield absorbed the blow from it. James lowered his shield and glared at the shocked Roman.

"Oh boy." Roman said as Forest glared at them also.

"I'm going on." Forest said as he then jumped down ever so calmly while glaring at the foes before him.

"Wait Professor should you… you know get angry?" Ruby asked as she knew how the Hulk comes out.

"That… Ms. Rose is my secret to staying calm." Forest said as he walked torts the now shaking Roman. "I'm always angry." Forest said as soon to everyone's shock he began to transform into the Hulk. It started with his eyes turning Gamma Green before his muscle mass grew as his body turned gamma green.

As forest kept transforming he began to dash forward as his clothing tore up leaving his pants to cover his decency. Roman began to run for it as he screamed bloody murder not wanting to be smashed by the Hulk. Soon Roman didn't have a choice as Hulk punched him down causing a crater in Roman's size to be made as the Hulk roared out.

"HULK SMASH!" Hulk roared out to the heavens above as he then jumped to a Bulwark and brought it down hard causing an explosion from the crash.

Back at the Building top Ruby was amazed at what the Hulk just did and knew he was strong but the question was how strong he truly was. "Incredible." Ruby gasped as she saw the Hulk in action. After all the Hulk wasn't called the Incredible Hulk for no reason.

"Come on let's get in there!" James called out before he jumped down.

"Ok." Penny said as she went to join the fray as well.

"Penny stop!" Ruby called out clearly not believing Penny can handle this.

"Don't worry Ruby. I'm combat ready." Penny said smiling to Ruby just before her backpack opened and from it swords began to float out and unfold behind her.

Penny and James charged at the oncoming White Fang Members with weapons drawn as James fired off the Widow Magnum at them. Penny began to hack and slash against her foes as it seemed like she was controlling the swords with her mind. She could even use them as a shield and launch them like a Fuma-shuriken type weapon.

James smashed a Fanger with his shield and proceeded to kick another one before slashing a third one with the Widow Magnum. Soon more Bulwarks flew in and began firing at them as Hulk was the main focus which only served to anger him more. "Kick their ass Hulk!" Francis called out as Hulk roared and jumped back into the air. He hit one of the Bulwarks causing it to crash before Iron-Heart got the second one and fired a repulser blast at the turbine causing it to crash with an emergency landing.

Penny of course reeled herself back and began to charge her beam weapon at the last Bulwark before firing it off at it. The beam sliced the Bulwark's left wing off when it tried to dodge and in turn crashed into the water to prevent massive explosions.

"Give it up Roman your outgunned and outnumbered!" Ruby called out joining the fray herself as Roman smirked a bit.

"What's so funny?" Francis asked as he glared at Roman.

"No your right or half right I am outnumbered… but no outgunned." Roman said as he took his scroll out which already had a call up. "Graviton your up." Roman called as soon the water blasted upward from the Bulwark that crashed.

Soon a man in a blue suit with black/white hair rose up as his eyes glowed from it as Pym saw this. "Please tell me he did not say Graviton?" Weiss asked hoping that they misheard him.

"Um guy with glowing eyes, fancy suit, and floating upward… yeah its Graviton." Francis said as Ruby was confused to this.

"Who's Graviton?" Ruby asked as this was the first time she heard of him.

"Crazy powerful guy able to control gravity." Azari said as Ruby was surprised.

"Like Pyrrha's polarity." Ruby summarized as it was the closes description she got.

Graviton glared at the group before him as he was a bit insulted to be hired to handle children. But then again Iron-Heart is with them as well as the Hulk. Furthermore they had managed to stop a mass breakout so they may be worth a little effort to deal with.

"Have at thee!" Torunn yelled and charged at Graviton before James could stop her.

"Torunn wait!" James called but it was too late as Torunn was upon Graviton. She began to hack and slash down upon the man but it seems he had a barrier of pure gravity aiding him.

Hulk roared out ready to go back in but James stopped him. "Hulk wait!" James called out as Hulk glared at James. "I need you to get people to safety with Blake." James said as Hulk heard this.

"Right now you have the muscle and Blake has the brains you two need to work together to get people safe." James said as Hulk growled at the boy before him. "You're the strongest there is let's see if it's more than just physical strength or if you truly are a monster." James said as Hulk growled and then looked to Blake.

"Fine but when Hulk done Gravity man is next." Hulk said as James smiled to him.

"Then get a move on don't want to miss out do you?" James asked as Hulk then grinned.

"Puny cat girl get on." Hulk said as Blake nodded and jumped onto Hulks back. "Hang on." Hulk said before he jumped up and to the city to get people out of the line of fire.

"Now we need to go help Torunn so we need a plan." James said but Weiss glared for a minute and sighed.

(Battle)

Torunn and Graviton was having a bit of a one sided battle as every time she got a blow in thunder flashed in the sky but she only hit Graviton's gravity barrier. Torunn then flung her sword charged up with lightning at Graviton and nailed his barrier strong enough to push him back a bit from it.

"Is that all?" Graviton smirked at the surprised Torunn. "My turn." Graviton said before he unleashed his power using Gravitational force to push Torunn into the water where she and her sword landed at the bottom.

(Avengers, Sun, and RW)

"Torunn!" The Avengers, Ruby, and Weiss cried out before Pym jumped in.

Pym shrunk down and went straight for Graviton. "Hey you big bully!" Pym called out as he flew at Graviton. "Let my sister go!" Pym roared out and fired his stingers at Graviton causing him to cry out in pain from it.

"Stop that you stupid brat don't you know who you're dealing with!?" Graviton demanded glaring at Pym.

"An insane washed up physicist." Pym countered only for Graviton to roar out and send Pym flying back from it and into the water.

Then Iron-Heart flew straight at Graviton to get the pressure off of Pym and Torunn as she managed to hit him head on. She flew torts the water with her thrusters at max before firing off twin Repulser blasts from her gauntlets. Graviton was sent hurdling into the water as Iron-Heart smirked to this. Pym managed to get back up and flew next to Weiss head and smiled to her.

"Thanks Weiss." Pym smiled as Iron-Heart nodded to him.

"This guy is trouble on a whole new level we need to be careful." Weiss said as James came in on their communications.

"She's right we need to get Torunn back and hold the line until Hulk gets back." James said regretting sending Hulk on civilian duty.

(Weiss)

"Ms. Schnee I am detecting Gravitational distortion around the target. Exercise extreme caution." Jarvis warned Weiss who got the memo there.

"Yes I figured as much." Weiss said rolling her eyes a bit.

(Battle)

Soon Graviton rose from the water again as he glared at armored Schnee. "You asked for it." Graviton growled before roaring out and sending Weiss skyward with a scream.

(Weiss)

Weiss found herself outside Remnant's orbit and she was grateful she designed her suits with a life support system. But at this range she couldn't hope to call in another Suit and even if she could switching suits in space was risky. The fact there was no gravity in space proved there was no oxygen meaning she would very well die if she was not careful.

But then she saw Remnant's shattered moon which formed some sort of asteroid belt but the way it shattered her suits scanned it and saw what may suggest this wasn't a natural occurrence but something hitting the moon. Furthermore much to her shock she detected trace element of Dust making her go wide eyed.

"Ms. Schnee." Jarvis began as Weiss saw this. "I am detecting Dust Crystals on the moon but not like the ones on Remnant this may be the purest form of it yet." Jarvis said which put a lot of questions in Weiss head.

"Jarvis put that into a file for later we have a bigger threat to worry about." Weiss said as Jarvis carried out the order while Weiss tried to get back to Remnant knowing the battle was there.

(Meanwhile over with Hulk and Blake)

Hulk carried a bus full of people to a safer distance as he tore the door open to let them out. People filed out of it before Hulk went to the next one. Blake helped as well making sure they all stayed together as Hulk joined up with his partner for this little crowd control task here.

"Is that all of them?" Blake asked as Hulk glared.

"Hulk got as many as he could find." Hulk replied as Blake nodded in response. "Ok you go on ahead Hulk I'll try to do one more look around and meet back up at the Docks." Blake said as Hulk nodded before jumping back to the battle at the Docks.

(Docks Battle)

Pym flew around Graviton firing his stingers at him as Ruby, James, and Francis fired off bullets and arrows at the super villain. Penny even tried to help by having her swords fire off singular green energy shots at him. Pym then flew back and with arms spread went big as the now giant Pym then smashed his hand together around Graviton. Things were calm for but a moment before Graviton used his gravity power to knock Pym back where he fell to the ground.

"Pym!" James, Francis, Azari and Ruby cried out before shit got real.

Azari roared out summoning his Panther Thunder which in turn fired a thunder beam at Graviton causing him damage. But it wasn't enough before James, Ruby, Francis, Sun, and even Penny were pushed back by Graviton's attack.

Unaware to them it seems their actions caused some benefit for them.

(In the water with Torun)

Torunn was pulling herself out of the sandy bottom of the water as she growled a bit while holding her breath. She then reached out to where her sword was stabbed and called it to her waiting hand from afar.

(Back to the Battle)

Graviton laughed as he saw how he was winning against a group of Children trying to play the role of heroes. "Is that all you have to offer pathetic!" Graviton laughed as victory would be his to claim on this day. And there was nothing these Children can do to stop his inevitable victory.

Soon Torunn's sword was seen shooting upward before Torunn came out of the water following after her weapon of choice. "Round 2." Torunn growled as she glared at Graviton.

Torunn then roared out as her eyes began to glow with an electrical current no doubt digging deep for a boost. She then roared and unleashed her attack upon Graviton sending him flying into the city. Torunn then gave chase as Pym got back up with his brothers and friends.

"Come on lets go help her!" James called out as they all agreed and gave chase with Penny close behind.

"I'll um… I'll stay behind and cover here." Sun said as he looked to the damage this battle was currently causing.

(Back with Weiss in Space)

Iron-Heart was seen still trying to get back to Remnant but it would appear Graviton was keeping her outside orbit. Weiss began to hyperventilate a bit with some sweat fearing the worse but had one more ace she could try. "Full power to thrusters give it everything we got!" Weiss called out as she tried even harder.

Iron-Heart managed to stabilize herself and made a bee-line for Remnant but it seems good fortune would shine on her this day. "Ms. Schnee note the Gravitational disturbance effect has ceased." Jarvis said as Weiss heard this and smirked in response for this. Iron-Heart then made a bee-line for Vale as she flew back to Orbit to help her friends and… fellow Avengers take down Graviton for she knew it was because of them she can make it.

(Back at Vale Graviton Battle)

Graviton was nailed by Torunn's sword as he crashed into the streets causing damage as he went through it. Torunn's sword returned to her hand as she glared down at Graviton with rage evident in her. "I'd recommend you stay down." Torunn growled promising pain if Graviton doesn't head her warning.

Graviton laughed a bit with some coughing but once more began to rise up. "You think you can stop me?! I've beaten you before and I can do it again." Graviton said as he was soon before Torunn releasing some of his power.

At least he intended to until a uni-beam fired from above the clouds. Torunn looked up and saw Iron-Heart rejoining the fight as the two then surrounded Graviton as he was now in a crater. "You should really listen to her she has a sword and an attitude and knows how to use it." Iron-Heart said as Torunn let that one slide seeing as it was an accurate threat.

Soon arrows flew by Graviton as Francis joined the fray again. "You need to sit down punk." Francis said aiming his arrow at Graviton.

Then Azari jumped in and glared down at Graviton. "Or get the claws." Azari added before Pym flew in once more the size of a pixie.

"Or get some zapping." Pym said with his hands glowing ready to zap Graviton some more.

"This will be your last warning." James added as Ruby and Blake stood with him as well.

"Give up." Ruby said aiming Crescent Rose at the insane criminal.

"Or else." Blake added glaring intently at Graviton.

"No… No… No. NO! The Power I wield I, you are nothing compared to me!" Graviton roared out releasing his power and in turn causing them all to smash into the buildings around them.

"I'm stronger then all of you! I'm the strongest there is!" He called out but Ruby smirked a bit.

"Yeah… maybe your right!" Ruby called out as Graviton glared at her. "But we have something you don't have." Ruby continued as Blake knew what Ruby was about to do. "We have a Hulk." Ruby finished before from behind Graviton Hulk landed and smirked at the criminal.

"And floating man is adorable." Hulk smirked as Graviton was wide eyed in shock now.

Hulk then jumped at Graviton and tackled him causing the two to fly through the air as the result.

While in the air Hulk had a strong grip on Graviton's leg before proceeding to punch him causing the two to go farther from the combination of both the punch and Graviton's unnatural power over Gravity.

The two then arrived not long after in the Warehouse district of Vale as Hulk glared down at Graviton. Graviton began to get back up and glare at Hulk before activating his powers once more. Hulk saw this and growled before doing what he did best. "HULK SMASH!" Hulk roared and smashed down on Graviton who floated away only for the shockwave of Hulks attack to send him flying back.

The force of the shockwave caused everything not nailed to the ground to go flying and warehouses to become structurally unsound. Nearby Torunn and Iron-Heart flew by as Iron-Heart had Ruby and Blake while Torunn had Francis and James.

"Come on Hulk kick his butt!" Ruby cheered as Blake was with Ruby on this one. Hulk didn't have to help them he had no obligation to and it made Blake see the Hulk as misunderstood in a sense… just like the Faunus.

Hulk and Graviton continued their battle as Hulk roared in fury and smashed his firsts against Graviton's gravity barrier. Each attack causing it to weaken with the force of it traveling around them damaging the place.

Not too far away Pym was in his giant form with Azari on his shoulder while they watched the battle take place. "Are we even needed here?" Azari asked as Pym shrugged in response to the question.

Back with Hulk and Graviton the villain was down but his power was still active and barrier still working as Hulk kept smashing against it roaring as he did so. "NO!" Graviton roared facing the Hulk and releasing his power. Hulk was buried into the ground as the Avengers and RWB saw this.

"Take him down!" James called as they all charged in to try and help the Hulk win. The Result was Graviton using his powers to force James, Ruby, Blake, Iron-Heart, and Torunn to the ground before they could attack.

Pym and Azari came in next as they charged straight for Graviton. Azari sent his knives at Graviton only for him to stop the attack and crushing said Knives with gravity. He then brought the two down as Pym fell to his knees and fell down hard. Azari wasn't too far away as the would-be heroes felt the pressure of gravity pushing down on each of them hard.

"Look at you foolish children." Graviton began smirking at his beaten foes. "I possess the power of the Universe itself!" Graviton roared out as his eyes began to glow again with his power fueling him. "I AM POWER!" Graviton roared out as he began to bring the full force of his powers into the game.

Clouds gathered, cars, crates, and even buildings formed up, and even the water itself answered his call as it seemed a hurricane was forming. The heroes tried to get back up but it seems they were all pinned down now.

"I… can't move." Ruby said as she tried to get up. "Can any of you?" Ruby asked as she tried her best but the gravitational force was overpowering her.

"No." James confirmed while trying to get up but failing.

"Neither can, I." Weiss confirmed as she was pinned down by Gravity.

"Nay." Torunn struggled as they saw even Pym was down as was Blake, Francis, and Azari.

(With the Hulk)

Hulk was down but he was not out. He growled and grit his teeth as he began for force his body to stand back up. Despite the Gravity force pushing down on him all it did was made Hulk angrier. And for those not aware the angrier Hulk gets… the stronger her gets and Hulk is the strongest there is. Hulk uses his fist to push himself back on his feet intent on taking down Graviton here and now.

Hulk was soon on his feet and glared at Graviton no doubt extremely pissed off now.

(Meanwhile with Pym)

Pym was still awake as he growled a bit before he shrunk down to use his more Ant-Man power. When he did so Pym hoped it would work seeing as it was what gave his father the name Ant-Man. He began to call for help from Remnant's smaller fighters most would consider to be pests at picnics.

Nearby Carpenter Ants heard the call and out of pure instinct followed it as the command was simple… attack Graviton.

(Back to the Battle)

Hulk began to stomp down leaving footprints from the gravitational force as he made his way torts Graviton to smash him. Graviton saw the Hulk was still moving and proceeded to add more pressure on him but the Hulk kept going slowly yes but he showed to be tanking it all. Graviton once more added pressure making the crater Hulk was trying to climb out of larger and deeper each time.

Graviton was in shock but kept the pressure on as he then spoke. "Nothing is that powerful." Graviton said as by the tone of his voice he was struggling and was breaking a sweat now. Hulk kept going refusing to let this puny man get the better of him in terms of power. "I control gravity itself." Graviton said unaware of what Pym was doing with the Ants.

Hulk only growled and grit his teeth as he kept moving not letting Gravity stop him from properly smashing Graviton into paste. Graviton's eyes glowed once more as he stopped the tornado he erected and had all the debris it built up stop. He then aimed it all at Hulk who saw what was coming up next. Graviton sent his attack forth and in turn Hulk began to punch each of them away until they began to pile up on him to both knock him out and bury him once knocked out.

Pym saw this as his Ants were in position as one of them was on the back of Graviton's neck. Pym felt this and gave the order and thus the Ants bit him. Graviton cried out in pain as the ants began to bite down on him big time. This in turn caused Graviton to lose his focus as he was being attacked by the Carpenter Ants left and right.

Hulk already could tell that one of those puny people… his friends maybe… got Graviton distracted which was perfect here. Hulk roared out and jumped out of the pile of debris and went at Graviton. Graviton meanwhile was scratching himself to get the Ants off him before using his powers to blast them off himself.

Hulk then got to Graviton and grabbed him while he jumped away to another location to fight.

(The Avengers)

The group began to get back up as they all felt the force Graviton forced upon them was gone. Weiss saw in her head 50 some plausible ways this could have ended horribly but it seems together they stand a chance. Thus she swallowed her pride and distrust and looked to James who saw her.

"Well… say it." Weiss said as James saw what Weiss was saying.

"Avengers Assemble!" James called out as loud as he could that even the Hulk should hopefully hear his call. In turn the Avengers, yes including Weiss Schnee AKA Iron-Heart, sprang into action knowing they had a powerful threat to beat.

(Back Hulk vs Graviton)

Hulk had Graviton pinned as he began to smash down on him with his bit beefy fists as Graviton used his powers to shield himself. "This is impossible!" Graviton cried out for he saw, as much as he despised to admit it, that he was losing the battle against Hulk. Graviton then roared out and blasted Hulk back as Hulk roared out in surprise.

Hulk was soon in the sky as Graviton smirked before his eyes glowed once more while his hair seemed to have lost its slicked back nature. He then flew up and sent another onslaught at Hulk knowing he had to end this ASAP to avoid prison.

Nearby the Avengers charged in as Torunn, Iron-Heart, and Pym were their best flyers thus James looked to Pym. "Pym go help Hulk now!" James called out as Pym nodded.

"Got it James!" Pym called out before flying torts Hulk.

"The rest of you let him have it!" James called out as they all did as told.

Ruby, James, Francis, and Blake fired their guns and arrow at Graviton who protected himself from the onslaught. Nearby Iron-Heart and Azari fired their energy weapons at Graviton to have him ease up on Hulk. This got them the desired result as Hulk began to fall a bit and smash the crates, cars, and other items in his way.

Then Pym flew next to Hulk's head and began firing his stingers at the stuff before slicing through a large one giving Hulk a path. Hulk was surprised by this because almost no one helps him in populated areas like this with a lot of people. So this was a new experience for the big green guy almost everyone on Remnant called a monster.

"Shrinking boy… is helping Hulk." Hulk said surprised clearly in his voice.

"Yeah you're our friend and Avenger now. Now hit him!" Pym called as Hulk then grinned at this.

Hulk held that grin as he aimed his rage at Graviton because if what Pym says is true… the Avengers were The Hulk's friends and Graviton hurt Hulks puny friends.

As the fire came from Gravitons front he never saw the Hulk and Pym coming from behind as Hulk then smashed Graviton straight to the ground where he should stay down. Once the two landed and created another crater Hulk got ready to throw another punch at Graviton to knock him the hell out. But it seems Graviton was ready as he then lifted a large amount of Earth up and got the Hulk away from him.

With his focus on Hulk Graviton never saw Pym come in till he fired his stingers at him. Graviton cried out in shock before Azari and Iron-Heart came in. "Here a boost!" Azari called out giving Weiss a good jolt of electricity which charged her suit back up.

"Thanks!" Weiss called out as Iron-Heart who then fired off a Uni-Beam from above and hit Graviton with it using the boost Azari gave her. She even used one of her Glyphs as a lens for it giving it a huge boost in power as well. But it seems Graviton would not be beaten so easily, as he lifted the ground around him to form a large shield and attempt to hit Iron-Heart with it.

James ran through the chaos and then threw his shield at Graviton getting his attention as Graviton glared at the boy. James caught his shield from the ricochet and aimed the Widow Magnum at Graviton. "Come and get some!" James called out firing his gun at Graviton who used his aura to protect them. Graviton glared at James before he then roared out unleashing his power on him as James was forced to use his shield to hold off Graviton. That was until Francis fired his explosive arrows at Graviton who blocked and tanked them only for the smoke to hide another one. It was filled with Wind Dust and in turn Graviton was knocked back from the attack. "Pym I got him on the X!" Francis called into his scroll knowing what Pym was going to do next.

(With Pym)

Pym was flying over the water after slipping away before he saw the Schnee Dust Company freighter and saw it was perfect for his next idea. Plus when he got the signal from Francis he acted fast knowing what was needed here. He then dived into the water and swam torts the freighter for his next act. Once he was in position he grew into his giant form and lifted the freighter over his head. Pym then roared tossed the boat to Graviton's location.

(Battle)

The Freighter hit Graviton and thus exploded as he was lucky to use his power to block it as best he could. That didn't end it though as now it was Torunn's turn to attack the vile super villain.

Torunn was in the air with her sword in both hands summoning up a storm. Her Sword, Stormbringer, was in her hand as she held it by the strap and spun it above her head. The Storm grew stronger as her eyes began to glow once more with her powers. "FOR REMNANT!" Torunn roared out as she then unleashed what may be the strongest thunder-blast she has ever used yet.

Graviton looked up and was wide eyed at what he saw and it was at this moment he knew… he fucked up. The blast hit hard destroying the deserted Warehouse district and part of the surrounding area as well. Graviton roared out in pain from Torunn's powerful attack that was proof of her Godly blood.

When the attack let up and the smoke settled Graviton was slightly singed but alive. He then fell to his knees and looked above him to see the Avengers standing victorious over him. "Who strongest now puny man?" Hulk taunted glaring at the beaten Graviton.

"Pym." James called and in turn Pym in his pixie form stung Graviton with a Taser sting causing him to fall over now properly neutralized.

"We won!" Ruby cheered as she caught her breath at long last.

"Surprisingly enough." Weiss said as her face plate opened up.

"That was insane." Blake agreed as Torunn then smiled to her fellow Avengers.

"Come friends let us celebrate as Asgardian would." Torunn said while hugging them in turn.

"Oh come on!" Came Yang's voice causing the Avengers to look and in turn they saw Yang on Bumblebee. "I'm gone for like a good hour and I miss all the fun!" Yang called out as she rejoined the group.

"Well at least Team RWBY Is back together again." James said for they had won and beaten Graviton to submission.

But as the good times were about to begin they ended before they could. "FREEZE!" Came a voice of authority as the group looked and saw armed soldiers with large and powerful weapons trained on them or more specifically trained on the Hulk. "Step away from the Hulk." A soldier said glaring at the group. "He's a wanted fugitive with a cell with his name on it in the cube." He said as the Hulk began to growl in response.

But then Iron-Heart took a stand and got in the line of fire. "You want to take the Hulk away then you and I will have a nice long talk with a Schnee Dust Company Lawyer." Iron-Heart said as her faceplate covered her face again.

"Yeah you can't take the Hulk he helped saved Vale!" Ruby called out with Crescent Rose ready to fight what may very well be the law itself.

"He's a hero just like any of us." James added as it was clear if the people of Vale or any of the Kingdoms wanted to arrest the Hulk then they have to go through the Avengers themselves.

But just as it seemed a huge fight was about to take place a new yet familiar voice was heard. "Would you all please stand down?" Ozpin was heard as he walked in cane and all. "After all they are right they managed to save millions today." Ozpin said with Glynda right next to him as Hulk saw her.

"Glynda?" Hulk asked remembering her from the time before Forest went on the run. Glynda smiled to him and nodded.

"Hello Hulk." Glynda greeted as Yang almost wanted to gag and smile at Beauty and the Beast going on here.

"Though we will need to account for damages and clean up." Ozpins aid as the Avengers and RWBY Saw the damage Graviton's attack had caused today.

"The Schnee Dust Company will reimburse the Kingdom of Vale and handle any and all repairs needed." Weiss said as that was understandable.

The Soldiers began to back down but were still on edge after what had just happened today. "You all made a difference today… perhaps you should try and do so more often… there are threats that I'm sure none of you can match alone." Ozpin said before he began to take his leave to coordinate repairs and such for the damages here.

"He's right." Weiss said as all eyes were on her. "James had the right idea in a sense alone we can take on maybe one or two common foes but for foes like Graviton or the Mandarin this goes beyond one singular Huntsman or hero." Weiss said as James nodded in response to Weiss's statement.

"Exactly we accomplished something big here today alone we can take on threats to some but together we can tackle threats to everyone. And if we can't succeed in that regard… then we'll be sure to avenge the people and world wronged by evil." James said as Ruby smiled at this as well.

"Avengers like your team James." Ruby said as Weiss shrugged a bit but Hulk grinned.

"Avengers… Hulk likes name." Hulk added showing he was on board here.

"I'm with big green on this." Yang said elbowing Hulk in a playful manner.

Hulk smiled back and tried to bro punch Yang… but he went a bit too hard and sent her flying by mistake with a yelp from Yang. "Oops." Hulk cringed realizing what he did.

"I'm ok!" Yang called out causing Hulk to sigh in relief there.

(Scene Break Salem lair)

Salem glared at the scene before her as the seer saw the whole thing. Furthermore it seems Remnant World Wide Web was already circulating it. Avengers… it seems these 'Avengers,' despite the damage their fight with Graviton had caused was uniting Remnant as opposed to dividing it. Salem could not have this and already she had given her orders out. Watts was given orders to try and ruin the Avengers use any media outlet he must to paint them as villains.

It may be minor damage but if these Avengers stood for a united Remnant then she will break them apart. Salem began to hover away in the shadows as she began to contemplate… until she arrived at her private chambers. The power Torunn showed… it was not that of a Maiden she knew this now. That beam she used she knew it well but it wasn't right. That beam belonged to the brother Gods particularly the dark one but they would not return without the relics being united. So it was impossible for either of them to arrive and procreate with humans… unless Torunn was not human or of the Gods progeny.

Salem was no stranger to pantheons since for a time she thought she could locate one to undue the hell the Gods forced upon her. But that led to failure… but with the Gods gone perhaps a Pantheon had arrived and Torunn was a child of such a pantheon. She could use this… since she had her suspicions ever since bring Cinder into the fold. Cinder had a similar aura to Torunn in the regard of their heritage. Clearly Cinder had not inherited it from her mother or father so it would suggest that her father was her step-father and her biological father was of such a pantheon as well.

But as she arrived in her private chambers she saw an old rune and a hand print. She left it be ever since her 'father,' had been slain by Ozma millennia ago. She put her hand on it as it was a crest for the left hand. Her father had entered this hidden room through the hand many times but Salem at the time had never been allowed in. Nor had she ever bothered to enter it herself but now she decided otherwise. Salem then put her hand on it before a light shined from it almost scanning her hand before it began to move and open up. It released steam from the opening as Salem felt something off about it.

Salem began to make her way inside the room and saw it was nothing like the rest of her fortress. She had modeled it around her father's old tower where she was locked up and never garnered interest to explore for far. Mind you it resides away from the Dark Gods home and luckily Salem managed to move it with her magic to this location. She began to enter it and saw a suit of armor awaiting her.

An armor the left the face open but was made for a feminine body… her body structure to be exact. The Armor was gold plated but the gold was not normal gold. She could tell it was something not of this world as she walked around it inspecting it. It had a black under armor with an azure blue mixed in for aesthetics and a small tail skirt to it giving it the image of a dark Queen or a female Overlord. She then saw what appeared to be a rune that she carefully put her hand over it. She then found a button of sorts and pressed it causing it to activate.

In its image was the image of her father as a hologram but different. He was still as massive as she remembered but his skin was violet colored and his face seemed deformed in a sense. She knew his face well and knew that her father… may have hidden secrets even from her. His outfit matched the one she saw before her before the hologram began to play.

"Salem… if you are seeing this message then what I had expected had occurred. I had either died unable to reveal the truth to you, I found a way to return to my home but unable to bring you, or either you or someone had killed me taking your freedom by force." Her father spoke as Salem was both angered and intrigued. Reason that her father made her imprisonment a test of sorts angered her but she listened none the less.

"As you can already tell from my appearance… I am not of this world or this universe in fact… where I come from I was known as the Mad Titan whose name was feared by all the universe… Thanos." The now identified Thanos introduced as Salem heard this and oddly enough it made sense in some obvious yet odd way. "I will explain all that I can but in this reality this universe… there rests six singularities called the Infinity Stones." Thanos explained as images of the six stones appeared before her. "Space, Time, Reality, Power, Soul, and Mind these stones are powerful that only those like us… those like the gods who ruled this world can wield them." Thanos explained as Salem was intrigued. "Only beings of great power can hold them and to my great joy upon your birth that power passed down to you." Thanos' message explained but he wasn't done.

"In my Universe I had sought to gather and unite them. Alone they are powerful but when gathered you would be at a level above the Gods. With just a snap of your finger you can destroy them and as much of the universe as you desire." Thanos said before snapping his fingers to show her. "Just like that." Thanos message told before continuing. "Regardless of my fate leading to your discovering this message I pass to you the mission to locate the Infinity Stones and use them as you see fit. Balance the universe, destroy it I care little but know I set you on the right path for it." Thanos said before another container opened. "This is the Infinity Gauntlet to which I had made for you… use it with the Infinity Stones and be what you were always destined to be… my legacy lives through you mu daughter." Thanos message said as Salem was wide eyed before it ended.

Salem looked the gauntlet and saw it was made of the same gold armoring as the armor her father no doubt made for her. She then smirked because as much as she hated to say it if there was one thing her father was not… it was a liar. She then slipped her slender pale left arm into the Gauntlet and lifted it up before clenching her fist in it. "Father thank you… I should have come here long ago." Salem said as Thanos plan had become a success.

The Mad Queen has begun her hunt for the Infinity Stones… now the question here was how to find them.

(TBC)

ESKK: Well End of Volume 1 folks. I hope you all enjoyed it as we enter the next Volume. What you thought I'd actually bring Mad Fucking Titan Thanos here jeez I teased at it but consider this, if Jacque Schnee was Iron-Monger, and Whitely was Titanium-Man, with an OC as Hulk what made you think I'd bring the actual Thanos into this story. Though it was a good run while it lasted so until next leave a review for me and again I say ja-ne.


	11. Chapter 11 Moving into Avengers Tower

Next Avengers Heroes of Remnant

ESKK: Well here is Volume 2 let's start this folks.

(Start)

'_**There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'**_

'_**The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'**_

(Start Story Vale City)

It was a bright and sunny day in the city of Vale as the incident during the first semester was covered up as a major Earth Quake. This of course was a believable statement as those things can never be predicted and Vale has one at least every few years. So the cover up was accepted but the Teams involved were hit by it in different ways. But in the city a certain Shop was reopening after Ruby had saved it from theft. Currently the old Store Owner was hanging the sign as a man of his age shouldn't be doing that but someone had to do it. As he worked he soon began to climb down but before he could get his feet on the floor he slipped and landed hard.

The old man looked up to see a girl with green hair and an adventurer type combat uniform. "Excuse me, sorry I'm not really from around here." The red eyed and brown skinned girl said as she helped the old man up showing she was Emerald. "Would you mind pointing me to the direction of this shop?" She asked as she pulled up a paper with the shops name on it.

The old man nodded as he recognized where the shop was as he then gave the directions.

(Meanwhile)

A young man in a black and grey armored combat suit known as Mercury waited behind a wall as the girl waved to the old man as a thank you as she was walking away and arrived to her ally revealing them to be Emerald and Mercury. "I knew you were lost." Mercury said as he smirked at Emerald before the mentioned girl walked over to the boy as she offered the wallet she snagged to him.

"Mercury I will seriously pay you to shut up." She said as she held the wallet full of Lien to Mercury.

"That's not your money." Mercury said as the girl looked to Mercury with a small smile.

"But it can be yours for five minutes of silence." Emerald said with a smile hoping Mercury will take her bribe.

"Hmmm no deal." Mercury said after 'thinking about it,' before Emerald growled.

"Fine." She said as she emptied the Wallet of its money and threw it aside before leaving to find the shop they needed to find.

"Whatever you want me." Mercury said as he followed after Emerald.

As the two walked Mercury had to ask as he was following Emerald. "How far is this place anyway?" Mercury asked as he was getting real sick of this place. Plus the reason they decided to do this anyway was to take some initiative and because Mercury was bored.

"A few blocks." Emerald said Mercury looked.

"Oh this place is so dull." Mercury said as Emerald had a counter.

"Meh I kind of like it, tall buildings diverse cultures. It would even be better without Nexus around." Emerald trailed off before Mercury cut her off as they looked around the city that had been repaired since the Avengers fought Graviton who was now behind bars somewhere secured.

"And nice dopey people who are easy to pick pocket." Mercury said as Emerald stopped for a moment.

"That's every city." Emerald said as it was clear Emerald had a better appreciation for big cities then Mercury.

"Oh Emerald master thief please don't take my money, I barely have enough to get by." Mercury said in a weak mugging victim act which made Emerald growl.

This caused Mercury to sigh as she looked at him. "You're no fun today." Mercury said as he then went to catch up as they both hoped Nexus wasn't on to them yet.

(A few Blocks later at a book store)

The shop bell chimed as the trio walked in as the duo looked around. Emerald then walked over to the bell as she then rung it to catch the shop owners attention. "Be right there." A voice said as both Emerald and Mercury were ready to act if needed. "Welcome to Tuskon's book trade, home to every book under the sun, how can I..." Tuskon said, his voice dying off as he saw Emerald and Mercury in his store. "How can I help you?" He asked as he recognized both of them instantly.

"Just browsing." Mercury said as he did just that and began browsing.

"Actually, I was wondering, do you have any copies of The Thief and The Butcher?" Emerald asked as that was the first sign he was in danger.

"We do." Tuskon said answered hoping they were just here for some books.

"That's great." Emerald said as Tuskon knew exactly who they were.

"Would you like a copy?" Tuskon asked as he knew why they were here.

"No just wondering." Emerald said as Mercury snapped a book shut.

"Oh. Oh, what about Violet Garden, in paperback." Emerald asked as she sounded interested.

"He's got it, hardback too." Mercury said.

"Ohh, options are nice." Emerald said.

"Ehh, no pictures. Hey do you have any comics?" Mercury asked.

"Near the front." Tuskon said.

"Oh no wait, what about The Third Crusade?" Emerald asked.

"Umm... I... Don't believe we carry that one." Tuskon said.

"Oh." Mercury said slamming a book shut.

"What was this place called again?" Emerald asked.

"Tuskon's book trade." Tuskon said.

"And you're Tuskon." Emerald said.

"That's right." Tuskon said.

"So I take it you're the one who came up with the catchphrase." Emerald said.

"And what was it again?" Emerald asked.

"Home to every book under the sun." Tuskon said.

"Except The Third Crusade." Emerald added.

"It's just a catchphrase." Tuskon said.

"Its false advertising!" Emerald shouted.

"You shouldn't make a promise you can't keep." Emerald said as Mercury closed the blinds, "I hear you're planning on leaving, moving all the way to Vacuo. Your brothers in the White Fang wouldn't be happy to hear that, and neither are we. You know who we are don't you?"

"Yes." Tuskon said knowing he had to kick and run.

"And you know why we are here." Emerald said as she looked to Tuskon.

"Yes." Tuskon growled as he knew he had to fight if he wanted to survive.

Mercury walked up to the counter, "So are you going to fight back?" Emerald asked.

"YES!" Unsheathing his claws, Tuskon jumped on the desk and lunged at Emerald who simply ducked, allowing Mercury to kick Tuskon straight into the wall.

(Later Outside)

"What's with that?" Emerald asked as she and Mercury left the book store as the young man held a comic book.

"I like the pictures." Mercury said as he and Emerald made their way back to their current hideout where Cinder, Roman, and Neo was waiting for them

(Scene Break over with RWBY and the Avengers)

The group of ten were walking through the streets of Vale as it was the last day before their second semester started. "Seriously Weiss where are we going?" Yang asked as she walked next to Hulk who had Ruby riding on his shoulders. "You know how Hulk and I here get when having to wait." Yang added as Hulk looked about.

"Hulk hates waiting." Hulk said while Ruby sat on his shoulder as Weiss smiled a bit.

"Just wait and see." Weiss assured them as Blake was also curious on this surprise Weiss had planned.

"Oh I can't wait!" Ruby cheered as Blake noted them walking down a familiar path.

Blake's mind of course was on other things that had occurred not long after the Battle at the Docks. Sure a lot of collateral damage had occurred but if Blake had anticipated Graviton they would have been able to snip the problem at the bud. Sure Weiss was willing to use SDC resources to repair the damage but it wasn't right others suffered for their own mistakes in battle. She still remembered meeting the Director of SHIELD AKA Director Nickle Nick Fury.

(Flashback)

Blake was brought into an interrogations cell after she was finished talking to Ozpin. Apparently they still needed a statement just to make sure everyone's stories matches up. So when she was brought into an empty room where she proceeded to sit down she had no idea of the man standing there waiting for her. "Blake Belladonna." The man said surprising Blake a bit. "Former White Fang Operative, Member of Team RWBY, Beacon Academy Student, daughter of Ghira and Kali Belladonna, born in Menagerie, and most of all a criminal hiding in plain sight." The man said as she saw a dark skinned man with an eye patch, a balding scalp, a goatee, and a black outfit including a black trench coat.

Blake of course was in shock this man knew so much about her she tried to keep hidden. It was then Blake got a good look at the cell for a possible escape and to her utter horror and shock the room was surrounded by an Aura restricting field of sorts. Schnee Tech obviously enough but these were cutting edge as it allowed her Scroll to detect her aura but prevented her from using her aura or her Semblance. It didn't stop there as she noted a few other security measures making Weiss a rat in a cage at the moment.

"Um sir I don't know." Blake began as the man sat down across from her and then placed a file on the table all of it included Blake and even her personal information.

"I miss I'm pretty sure I do know what I'm talking about." The man said as he looked to Blake. "And let me just say you're a hard person to get into contact with Ms. Belladonna." He said as Blake was surprised this man had been trying to contact her.

"W-what do you want?" Blake asked worried she may be in trouble.

"You, your teammates, and those kids with the Hulk had just become part of a bigger universe you all just don't know it yet." The man said while looking to the girl before dropping another file on the table.

"Um who are you?" Blake asked as she looked to the man talking to her.

"Nickle 'Nick,' Fury Director of S.H.I.E.L.D." Nick introduced as he looked to Blake and the file he had given her. "I'm here to talk to you about something called the Avengers Initiative and the Black Widow." Nick said pushing the file to Blake as she saw that it said 'Black Widow,' before she opened it and went wide eyed in response.

(End Flashback)

Blake was expected to give her answer ASAP as she was caught off guard by it. She just left one organization that once sought peace not to join another such organization. S.H.I.E.L.D was one of those big organizations with lots of secrets, lots of resources, and lots of the best trained soldiers in all of Remnant. Whatever this Avengers Initiative was she knew it involved the large group she called her friends.

The group then arrived at an observation deck of sorts and in turn they saw what Weiss wanted to show them all. "Ok here we are!" Weiss called out pulling Blake out of her musing as Ruby was wide eyed at what she saw as with the others.

"Schnee Tower?" Yang asked as Weiss sighed a bit.

"No look differently at it." Weiss said as Yang looked closer and was shocked when she saw the Schnee sign was not there. Instead in its place was a stylized 'A,' that could only belong to the Avengers.

"No way." Yang said as Weiss smirked a bit

"Goodbye Schnee Tower!" Ruby cheered as Hulk grinned as well.

"And hello Avengers Tower." James said as he saw the Tower in question.

"Yes our home away from Beacon seeing as Vale was the basic 'birthplace,' of the Avengers it's only fair that we put our main HQ here." Weiss said as Blake was interested.

"But what about the SDC?" Blake asked as Weiss smirked to this.

"I had planned ahead Avengers Tower will also act as the Vale Branch for the SDC and despite James being the 'leader,' I do pay and sign for everything while making him look presentable." Weiss said as James glared at the Iron Schnee.

"Hey!" James countered while glaring at Weiss for that comment there.

"She's right you know." Francis said as James glared at him for that one also.

"Francis!" James yelled as he did not like being insulted left and right like that.

"Come on let us take the grand tour." Weiss said as she gestured for the Avengers to follow her back to the newly created HQ.

(Scene Break Cinder's hideout)

Cinder was talking to her father again as she glared at the man who smirked to her. "My word never would I have thought my own daughter would like to talk to me of her own accord." Loki jested as he smirked to Cinder.

"I have questions for you, father." Cinder said as Loki smirked a bit and took about out of the offered meal.

"And I have answers depending if you can pay it." Loki countered as Cinder kept her temper in check.

"What do you know about the 'Infinity Stones,' and how can I locate them?" Cinder asked as she glared at the God of Chaos and Mischief.

"Not much I'm afraid save for the location of at least two of the stones." Loki said as Cinder was wide eyed at this answer.

"Where?" Cinder asked as Loki then looked at his nails as if finding a chip.

"Well, have you checked your hands and belongings recently?" Loki said but he wasn't done. "Or at least received daddy's presents to you?" Loki asked causing Cinder to go wide eye to this question.

She did keep Loki's staff and Salem's new orders could NOT have come in at a better time. Right now Cinder currently holds ONE of the Stones Salem was seeking out. In other words if just ONE Stone was powerful then Cinder had it and a conduit for it if she could not wield it alone. "Why?" Cinder asked as Loki then smirked a bit.

"Oh perhaps I was hoping you can use it to return to Asgard." Loki said as he then smiled a bit. "And retrieve the next Stone in Asgard." Loki said while he ate as Cinder was surprised by this.

"How do I get to Asgard?" Cinder asked as she knew the homeland of her father was impossible to reach seeing as Loki was a wanted criminal there.

"Oh well if it were me I'd seek out Torunn and once you both capture me try to earn Thor and Sif's trust so you can retrieve the Tesseract that has the Space Stone." Loki said as Cinder realized what Loki was doing.

"Why are you helping me?" Cinder asked as she knew her father wouldn't just pass around aid without reason of doing so.

"Hmm perhaps I want to put you on the Throne of Asgard and make you my puppet queen." He began causing Cinder to glare and growl at him. "Or maybe I wish to take the throne myself." Loki added as it was the same between them. Loki only helped her because he wanted something out of it.

"Get out… I need to think this over." Cinder said as Loki smirked and then vanished from sight like he wasn't there to begin with. Once she was alone Cinder walked away a bit thinking past events over. "Looks like… I may have to return to my ancestral home." Cinder mused knowing that as much as she hated her father he was right it was the only way to get the next Infinity Stone before Salem acquired it. After all Remnant wasn't big enough for two gods to roam about its surface.

(Scene Break back at Avengers Tower)

"This place is awesome!" Ruby called out as Hulk smirked a bit.

"Yeap we each have our own rooms and… why does this place still look to be in development?" Yang asked as Weiss chuckled a bit nervously.

"Oh um still building a few things. And yes Hulk your room has both you and Forest in mind." Weiss said as Hulk grinned to this.

"Hulk happy." Hulk said as Ruby was no longer riding on his shoulders like on their way to the new Tower.

"Well then make yourselves at home I have some business to attend to." Weiss said as everyone nodded to this.

(Scene Break Yang's Room)

"Awesome!" Yang called out as the room was everything Yang wanted as it even had her posters and such around it. She was using her scroll to record it as she was clearly blogging this later.

(Blake's room)

Blake was in a dojo like room as it seemed to be modeled after the old lore of her favorite novel Ninja's of Love minus the explicit content. She was seen sitting on a mat of sorts as her weapons laid on either side of her. "I love it." Blake said calmly before returning to what appeared to be some traditional tea ceremony.

(Ruby's Room)

Ruby's room was to be expected a plate of cookies on the table to welcome her, a workbench for her weapons, and a desk for her school work with a laptop on it. "Sorry dad I'm moving out." Ruby said as this was her dream room right now.

(Francis room)

"Love it!" Francis called out as his room was one with archery stuff about as well as a work bench for some new arrow builds, and it even had a TV with a laptop on the desk. Bed was like the others save for Blake's a four poster bed for him to sleep on.

(Over with Hulk)

Hulk was calm as he was in his room. Not at first glance it was Spartan save for the bed clearly for forest, a coffee table, couch, and a desk. But if one were to look at the walls there was glass figurines about as Hulk carefully put on where it should go. Once he did so he smiled clearly calmed by it as he then sighed and began reverting to Forest.

"Perfect." Forest said glad that Hulk and in turn himself had a place to call their own.

(Torunn)

Torunn was adding a few homey touches to her room but once it was done it was a mix of a traditional Asgardian bedroom mixed with the basic teenage girl's bedroom. "Much better." Torunn said tossing her sword to the umbrella holder and jumped into bed.

(Pym)

"WHOOO I GOT MY OWN ROOM AGAIN!" Pym called out flying around in his pixie for as being the youngest his room was already a mess with toys and games scattered all over the bedroom floor. Pym was home in a sense as he hadn't had his own room since before Ultron found them.

(Azari)

"Mine." Azari said as he sat on a lounge chair in his new bedroom as it was basic for him. But it was homey as it met all the needs for both comfort and entertainment. He then grabbed a book and began to read wanting to get some more Remnant based information for later.

(James)

James hung his shield on the wall and then grabbed a chair before accessing the Internet. "Just right." James said as he began to surf the net while he had plans to make this room perfect for himself later.

(Weiss)

Weiss was lucky they had a break between semesters as it gave her plenty of time to work on some of her projects. So far she had already finished the Hulk-Buster and deployed it into space. That way when she needed it to stop the Hulk it will be available to her. Plus after the incident with Graviton she had found evidence the Moon was in fact not shattered by a natural occurrence. Judging by what remained of it alone the moon was too massive and structurally sound for it to shatter like that. Thus the only way it could occur is if something or someone had managed to nail it with a super powerful weapon. This in turned caused a cataclysmic event rendering any possible information on it lost or destroyed. It also lead to the possible creation of Dust from the debris that managed to land on Remnant so many eons ago.

If Atlas manages to land on the moon first that would in turn put the SDC as the one and only monopoly of Dust in all of Remnant. If any other Kingdom manages to get there first the SDC would possibly be bankrupt since from her data the Dust on the Moon makes it the largest spot of unreachable Dust on the entire planet.

But until then she has other projects to focus on. The Yang-Buster has been completed with a counter measure for all her Teammates in the works. She already had a Torunn Buster armor built in the event of Torunn having to be stopped for one reason or another. But those were beside the point as she had one project in development. On a table was a head of a robot one with a gap on its cheeks similar to a mouth of sorts. On either side of its head was two fins as the eyes were dull but the face reminded her of the Iron-Heart armor in a sense.

"Jarvis any progress with Project Ultron?" Weiss asked as she looked upon the head as Jarvis worked on it.

"None Ms. Schnee it would seem this is taking longer than we had intended." Jarvis responded as Weiss sighed a bit clearly having no idea what she had in her possession. The head was old and worn but what it was would be evident to the others if they saw it.

"I won't give up yet I don't know if you can hear me Ultron." Weiss said as she looked at the head. "But you're going to be a suit of armor that protects all of Remnant." Weiss said as on the table old beaten and warn was the head of Ultron the same enemy that had robbed the Avengers of their parents and enslaved their planet.

Weiss had found Ultron's head after she defeated Iron-Monger and then liberated a village from the White Fang. The helmet was being sold at a store as an antique. But Weiss knew technology when she saw it so she paid for it and repairs for damages before bringing it to her lab. She is still no closer to cracking it then when she began.

"What am I missing?" Weiss asked as she looked at the head and then sighed.

"Keep me posted Jarvis." Weiss said as Jarvis understood.

"As you wish Ms. Schnee." Jarvis said as Weiss walked away to work on some armor designs and the Iron-Legion protocol.

Unaware to Weiss the head's eyes flashed to life for but a moment before going dark again with sparks here and there. It went unnoticed as it was clear… Ultron wasn't done not by a long shot.

(Scene Break that Evening at an unmarked Warehouse)

In an old warehouse, the White Fang are moving crates as Emerald and Mercury enter in seeing what's going on and Roman sees them.

"Oh, look! She sent the kids again! This is turning out just like the divorce!" Roman said being sarcastic giving Mercury and Emerald a group hug.

Emerald shivered in disgust. "Spare us the thought of you procreating." As she and Mercury pull away from him.

"That was a joke. And this... just might tell me where you two have been all day." Roman pulls out a piece of paper.

"What!? Agh…" The green haired girl groaned in frustration.

"I'm a professional, sweetheart. Pay attention, maybe you'll learn something." Roman said and taunted. "Why do you have this address?" Roman asked seeing the address and knowing where it was.

Emerald rolled her eyes. "Wouldn't you like to know?" Emerald taunted as she pointed at Roman a bit as Roman walked up to him.

"Yeah, I would. Now where have you been all day?" The criminal mastermind asked losing his patience.

"Cleaning up your problems. One of them, at least." Mercury answered as he glared to Roman.

"I had that under control." Roman griped as he knew he would have gotten to it eventually.

"Two packed bags and a ticket out of Vale said otherwise." Mercury countered as Roman wasn't having any of Mercury's crap.

"Listen, you little punk. If it were up to me, then I would take you and your little street rat friend here and…" Roman warned till he looked up as a new voice was heard.

"Do what, Roman?" Cinder's voice called out as she appeared on a platform above them. She steps onto an automated lift, riding it down to their level.

Roman laughs nervously. "I'd, uh... not kill them?" Roman said as he was clearly afraid of Cinder and what she could do to him if she got angry.

Emerald excitedly beams seeing her. "Cinder!" Emerald called happy to see Cinder here.

"I thought I made it clear that you would eliminate the would-be runaway." Cinder said firmly as she was trying to keep some form of control here that Nexus stole from her.

"I was going to…" He was rudely interrupted by Emerald.

"He was going to escape to Vacuo! Mercury and I decided to take it upon ourselves to kill the rat." Emerald answered as they had taken initiative.

"I think he was some sort of cat, actually." The grey hair colored teen added looking at Emerald.

"What? Like a puma?" She asked as she looked to her partner in crime.

Mercury nods. "Yeah, there ya go." Mercury confirmed as he looked to Emerald.

Cinder looked at them. "Quiet. Did I not specifically instruct you two to keep your hands clean while in Vale?" Cinder glared to them harshly while scolding them both.

As Cinder speaks, Roman points a finger at the pair while laughing in agreement seeing them in trouble.

Emerald rubbed the back of her head. "I just thought…" Emerald trailed off but was cut off by Cinder. Roman uses his fingers to mime having a slit throat enjoying Mercury and Emerald getting killed. He would love to see that as a bit of payback as Cinder continued speaking.

"Don't think... obey." Cinder said while Roman continued to taunt them making a slit throat gesture.

"Yes ma'am. It won't happen again." Emerald said apologetically looking at the floor before Cinder then turned her attention to Roman.

"And you." Cinder said as Roman laughed a bit nervously. "Why wasn't this job done sooner?" Cinder asked as she glared at Roman clearly she wanted answers right now.

"Uh… Eh?" He began motioning to his right where crates of Dust were. "Ehhhh?" He continued motioning to his left where even more crates of dust were. "EHHHHHHHH?!" Roman said as he motioned behind him where large shipping containers of Dust were as he looked annoyed. "Sorry if I've been a little busy stealing every speck of Dust in the Kingdom." Roman said clearly not pleased with being accused of disobeying orders.

"You're an inspiration to every punk with a gun and a ski mask." Mercury said as Emerald looked away from this knowing Mercury was being a smart ass.

"Look around kid got this town running scared, police camping out at every corner, Dust prices through the roof, and we're sitting pretty in an old warehouse with more dust crystals, vials, and rounds then we know what to do with." Roman said as Cinder was not pleased before snapping her fingers.

"Until they showed up." Cinder said as Emerald showed the papers and all of it was on the Avengers.

"Ok so a bunch of clown kids showing up and wrecking stuff for us. Your point?" Roman asked not sure what this was about.

"So near sighted it's what they will erupt in the long run that has me on edge. They took down one of the strongest criminals in Remnant that is no easy fit for ones their age. And I do not like to gamble on such things." Cinder warned while glaring at Roman knowing the Avengers would inspire hope and in turn make dividing the kingdoms much harder then they needed.

"Well if you guys wouldn't mind filling me in on your grand master plan it might make my next string of robberies go a little smoother." Roman warned while he glared at these punks.

"Oh Roman have a little faith." Cinder said as she walked over to Roman in an almost sensual manner while keeping her staff at the ready. If she needed to she could easily use it to make him her personal flying monkey. "You'll know what you need when you need to know." Cinder said as she put on hand on Roman's cheek and then use the staff to touch his chest using its hidden power.

In turn Roman growled and looked away as the staff did its magic to make Roman more agreeable here. "Besides we're done with Dust." Cinder said as she then walked away.

"Ok… then what now?" Roman asked as he was at a lost here. "We're moving have the White Fang clear out this building I'll send you details and coordinates tonight." Cinder said as she had her own plans to carry out which was staging her father's capture to get into Asgard.

"Coordinates?" Roman asked as he looked to Cinder clearly confused here.

"We're proceeding to phase 2." Cinder said as she began to walk away.

Roman scoffed and reached for his lighter after popping a cigar into his mouth. But as he felt around he noticed he didn't have his lighter anymore only to hear it flick nearby. He looked and saw Emerald had it after lighting it before sticking her tongue out at him. She then closed it and in turn took her leave of the old warehouse.

(TBC)

(Start Opening Sequence)

*Insert Boku No Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjonir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjonir. Torunn took her sword back and tossed Mjonir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjonir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

_**NEXT AVENGERS HEROES OF REMNANT**_

*End OST

(End Opening Song)

ESKK: Well new chapter is done now. Hope you all enjoyed it as I used this as a set up for later down the line. Now then you all know the drill leave a review and as always folks ja-ne.


	12. Chapter 12 The Next Age of Ultron

Next Avengers Heroes of Remnant

ESKK: New chapter folks let's start this epic tale.

Edit: Hey sorry forgot a scene so I went ahead and put it in real quick for all of you.

(Start)

_**'There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'**_

_**'The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'**_

(Start Opening Sequence)

*Insert Boku No Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjonir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjonir. Torunn took her sword back and tossed Mjonir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjonir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

_**NEXT AVENGERS HEROES OF REMNANT**_

*End OST

(End Opening Song)

(Start Vale's Wilds near Boarders)

White Fang Soldiers were seen running in with guns and such as they took cover from nearby explosions. They never saw it coming after all seeing that ever since the new satellite had launched into orbit from Beacon their movements have been intercepted at every turn. It was clear Weiss Schnee now had eyes in the sky in a place they could never hope to reach and thus it would appear the Fang's days may actually be numbered.

Nearby we see Blake and Francis driving in with Francis using his bow and arrow as an improve turret and Blake driving the armored vehicle. She had recently been working more in turn with the Avengers if for no other reason than to aid Weiss who was in one of her newer armors for this particular battle. Blake kicked a soldier on a bike away just as Weiss flew in with Francis firing arrows left and right. Francis elbowed another one as he came to attack as well from behind showing the teamwork between Team RWBY and the Avengers.

Another Armored Vehicle drove in just as Torunn landed on it and tore the gunner off it. She then launched herself torts a tower and proceeded to punch and kick the soldiers off of it. Just then a flurry of Rose Petals appeared revealing Ruby as she took out the Fang from the sky with Crescent Rose. She then followed it up with taking out the Grimm being attracted to the area with ease. The two landed on the ground and began fighting back to back as Torunn went for hand to hand combat while Ruby kept to Crescent Rose. She was then disarmed of it only for Torunn to grab it and hit multiple foes with it.

Just then James came riding in on his new bike dubbed the Liberty Cycle. It was a gift from Weiss and Yang one which he enjoyed for all its worth. He then grabbed a soldier by the foot before dragging him about and in turn tossing him straight to another one. He then grabbed the Star Spangled Shield and threw it allowing the vibranium to ricochet off the trees hitting other Fangs until it returned to James who caught it.

Iron-Heart then flew in and fired her repulsers at a vehicle causing it to explode and land into the hands of Hulk who roared and threw it to the side. He then began to smash on the White Fang Grunts before Yang jumped over Hulk using his shoulders as a spring board and proceeded to punch the hell out of other White Fang Members.

Just then Azari came running in as he jumped from tree to tree before he did a drop kick to multiple Fangs. He then took off his belt converting it into his bow staff and took down multiple Fangs at once. His thunder power was a major help for him but Pym was here as well. Pym was seen flying about in his pixie form and made it seem like the White Fang Members were being tossed by air. Truth was it was Pym as despite being tiny he was like a bullet at the moment.

The two teams then began to regroup as they jumped over a defense wall almost striking a pose if this was a movie or comic. Iron-Heart then flew on ahead torts the main base of the encampment. The Vale Branch of the White Fang was on its last legs thanks to the Schnee Satellite and the actions of both Team RWBY and the Avengers.

As Weiss flew to the old castle she then hit something as it clearly wasn't aura. "SHIT!" Weiss cursed after she had hit the wall.

"Language!" Ruby and James both called out as James stopped his bike next to Ruby who then jumped on the back.

"Jarvis what's the view from upstairs?" James asked as they needed Jarvis on this.

No doubt Jarvis was already using the satellite Weiss had set up to get a closer observation of the encampment. "The Encampment is surrounded by some sort of energy shield. Possibly Schnee Tech of an older model." Jarvis said as Weiss heard this and remembered how he said older model. "I am currently cross referencing to determine which model." Jarvis said to which they were all grateful for right now.

(Torunn and Yang)

Nearby Torunn and Yang were next to each other as they took on multiple foes at once. "Jeez when will these guys learn to give up?" Yang asked as she punched one only for Torunn to speak up.

"So long as Roman is buying them off then they may never learn." Torunn added tossing her sword at a mech of sorts. Once it took out the mech her sword returned only for Torunn to step back and allow it to hit another android. "We best make quick work of this place." Torunn said as she then summed her sword back to her hands again.

(With Blake and Azari)

Blake was using a combination of her Semblance and her skills to take on multiple foes as Azari covered her back with ease. She used her cat like reflexed to take down their foes as Azari used both staff and claws to take down others. Just then Azari kicked on in the face before Blake tossed a grenade onto a vehicle causing it to go off and destroy the vehicle.

"Well our quick work is lasting a little long." Blake quipped in before firing her weapon at another White Fang Member.

Nearby Francis fired an explosive arrow at a gunner hut and in turn caused it to explode. "Yeah I think we lost our element of surprise." Francis said knowing how plans tend to derail when it comes to stuff such as this.

(With Yang)

Yang fired off her Ember Celica as she was clearly trying to out smash the Hulk who was in the lead of a silent competition between herself, Hulk, and Torunn. "Wait no one else is going to deal with the fact Captain Vale and my sister Ruby just said language together." Yang quipped as she then kicked another White Fang Grunt. "Especially Cap." Yang called out as she was clearly finding it funny and as future teasing material.

(James and Ruby)

"Yes I know." James said as Ruby then jumped off the Liberty Cycle and in a flurry of Rose Petals took out multiple White Fang Members with Crescent Rose. "It just slipped out was all." James said stopping the bike in response.

"But he has a point!" Ruby called out being the innocent girl she was and enjoying the whole super hero path here.

(In the Sky with Weiss)

Iron-Heart was avoiding gun fire from the Fang Members who seemed to have acquired turrets. She of course returned fire as she was fortunate to discover her Glyphs can also act as beam lenses allowing her an edge in combat. "Ma'am the nearby village is taking fire." Jarvis said as Weiss onboard hub zoomed in on the villages running for cover.

"Well seems the White Fang are the same as always never caring for civilian casualties especially fellow Faunus Civilians." Weiss said knowing she had just the thing for this event. "Send in the Iron Legion." Weiss ordered as she knew they can handle this.

(Nearby Village)

The Iron Legion were all powered by Ark Energy as five units flew in and landed in the village. Clearly James Ironwood wasn't getting the best toys for his army seeing as these Iron Legion androids were far superior to his AK-200's seeing as they can fly about. They landed in the village and began directing civilian traffic to safe shelters. "This quadrant is unsafe please back away." They said with a megaphone function but also trying to sound as safe and secure as possible. "We are here to help and shall help guide you to nearby shelters. We wish to avoid collateral damage." The Legionnaires said as they began to guide people to safety spots their scanners had detected.

Local Huntsman began to help out mentally scowling at having to be helped by these 'children,' who aren't even out of Beacon Academy. "Please move to a designated shelter we shall inform you when the current conflict is resolved." The Legionnaires called out as they kept their hands up to try and keep people at a safe distance.

(Back with the two Teams)

Blake and Francis were pinned down as the two were being nailed by a turret bunker the White Fang had set up. "We're pinned!" Francis called out as he lifted his head up and yelped while ducking as the turret fired on them again.

"Does anyone wanna deal with the bunker?" Blake asked and soon their prayers were answered.

"Hulk has it!" Hulk called out with a roar as he jumped in and then rammed the bunker destroying it.

"Thank you!" Blake called out as she was glad the jolly green giant was on their side.

"Hulk in the lead!" Hulk called out as no doubt their competition was involving how many baddies they can smash.

(With James and Ruby)

"Weiss we need to get in!" Ruby called out as she and James on their weapons in melee mode and hacked and slashed their foes away with a few shield bashes and gun shots also.

(Weiss)

"I'm closing in." Weiss called out as she flew in while wearing the Iron-Heart armor. She was then hit by a White Fang Member with a strong gun luckily her armor protected her allowing her to slid on her boots and fire a repulser blast at them. "Jarvis any news on this barrier?" Weiss asked as she kept firing at the White Fang Members.

"My theory was correct it's an older model." Jarvis said as Weiss nodded to this.

"Is there a power source I can hit?" Weiss asked but Jarvis was already on it.

"There is a pathway along the north tower." Jarvis responded making the course.

"Good lets poke it with something." Weiss responded with a smirk.

Soon Iron-Heart was once more airborne as she flew upward and began targeting the power source of the shield generator. Once she had her target in sight she fired to blasts before firing a missile after it. The first two hit the barrier drawing power and in turn allowing her missile to dig into the ground and hit the barrier.

"The draw bridge is down!" Weiss called out as they now had access.

(Ruby and James)

The two were doing some scouting when Torunn landed near them with Pym and Azari coming in as well. "Hey guys we're boxing in on this." Azari said as he had just came back from taking on multiple Fang Members.

"I got the Ants marching to handle any explosive in the field we left behind." Pym added as he had his helmet active now. "Plus Azari and I got the stragglers handled also." Pym added to which James nodded to him.

"Copy that." James said just as Torunn noticed something.

"Hey looks like their lining up." Torunn said as they all saw this. The White Fang Members were lining up no doubt to attack them but making themselves easier targets instead.

"Well they are excited." Ruby added as James nodded.

"Liberty Bell?" James asked as Torunn smirked to this and got ready.

Torunn then slammed her sword down on the shield causing the shield to go off like a bell and create a blast torts their lining up foes. The Grunts were knocked off their feet while the tank at the back was destroyed.

"Let's clear this and go home." Torunn said as she spun her sword around before lifting off to the sky.

(Yang)

"And for gosh sake." Yang began and punched a White Fang Member in the face. "Watch your language." Yang quipped no doubt planning to never let James live that one down.

(Back with James and Ruby)

James sighed as Ruby patted his back to his suffering. "That's never going to stop." James sighed knowing how Yang can act and will act.

"I know." Ruby said as James was lucky Ruby had to live with her sister while James only had to deal with her a few hours out of the day.

(Blake)

"Come on can we move in we need to take this base down before we get caught doing this." Blake said as seeing as they were doing this without any licenses this could be considered dispensing vigilante justice which was illegal to some people.

(Back with Weiss)

Weiss entered the base and hovered as she had White Fang Members firing weapons at her left and right. "Gentlemen let's talk about this." Weiss said before she launched her shoulder mounted weapons and hit all the White Fang Gun holders at once. "Good talk." Weiss said before she made her way to the main computer here.

"No it wasn't!" A White Fang Member cried out as Weiss flew off.

(With Blake and Francis)

"All boxed in here!" Francis called out as the White Fang Members were being restrained and kept in place by Weiss' Iron Legion units.

(Over with Weiss)

Iron-Heart landed in the computer room as Weiss then jacked Jarvis into the system and began to hack into the Fang's Computers with Jarvis after getting her armor on sentry mode. "Ok Jarvis let's get every bit of data in here." Weiss said as she began to hack into the computer.

"I will search for anything pertaining to Adam Taurus if he is out here or in Vale we will know." Jarvis said as Adam was priority right now. He escaped after all and thus they needed to catch him and put him back in a cell this time more secured then the last one.

"Ok and download everything and delete the original while you're at it better than letting the White Fang have it." Weiss added as she did her own part of the work.

"Yes ma'am." Jarvis said as he got working.

Long story short the Avengers Raid was a huge success.

(Scene Break the Next Day Vale)

An Atlas warship was landing at the sky docks of Beacon as many ships from Atlas flew by. Some would thing Atlas is transporting troops for war but in fact Atlas's academies is joint with the military sense being the strongest military power in the world it was no wonder they were transporting troops as well.

In Ozpin's clock like office he and Glynda looked at the eye sore in the sly as this was a bit overkill. What made it more so was the S.H.I.E.L.D Heli-Carrier flying overhead seeing as the Vytal Festival was in Vale this year S.H.I.E.L.D was on full alert.

"Ironwood certainly loves bringing his work with him wherever he travels." Glynda said as she was not pleased especially sense Nick was here as well. Nick and James never saw eye to eye as the same could be said with Nick and Ozpin. In a way Nick Fury didn't take chances or gambles much like Ozpin but he is always prepared for possible scenarios that may need S.H.I.E.L.D intervention much like with James.

It was a miracle the three men are even in on the secret of the Maidens and still tolerate each other. But Nick has a nasty way of finding out things normal people shouldn't so there's that. "Well running an academy and the military makes him a busy man. But yes those are a bit of an eye sore." Ozpin said agreeing with Glynda's train of thought.

"What about Fury?" Glynda asked as Ozpin sighed to this.

"Though Nick can be a bit paranoid at times he also knows to keep in under control unlike James. Plus as part of the Vytal Charter S.H.I.E.L.D would provide security when one considers our vulnerability during this festival." Ozpin said noting that a festival to celebrate unity amongst the Kingdoms could also be used to divide them as well.

It was then a beeping sound was heard from Ozpin's desk to which he sighed in defeat knowing who was here. "Come in." He said as the elevator door then opened to reveal a middle aged man in all white as on his right hand was a white glove. The other one was impossible to miss as he was none other than Nick Fury director of S.H.I.E.L.D.

"Ozpin." The man greeted as Ozpin straightened out.

"Oz." Nick greeted as he walked in as Ozpin nodded to the two.

"Hello general and Director Fury." Ozpin greeted as Ironwood and Nick both walked to him.

"Please drop the formalities." Ironwood said as he shook Ozpins hand. "It's been too long." Ironwood greeted as he then turned to Glynda. "And Glynda it has certainly been to long sense we last spoke." Ironwood greeted as Glynda glared a bit.

Nick rolled his good eye knowing Glynda well enough to know she was not pleased at the moment. After all S.H.I.E.L.D had hunted the Hulk and thus caused Glynda's bad breakup with Forest. "Oh Nick James." She greeted before leaning to Ozpin. "I'll be outside." She said before leaving no doubt unable to be in the same room as the two.

"Well she hasn't changed a bit." Ironwood said as he saw this.

"So what in the world has brought you all the way down from Atlas and you from the Heli-Carrier?" Ozpin asked as he walked to his desk and poured some coffee. "Headmasters don't typically travel with their students for the Vytal Festival and you don't tend to come here without reason Nick." Ozpin said as he handed the cup to Ironwood.

"I have my reasons Ozpin just as you have yours." Nick said showing despite Nick being part of their inner circle he did not trust either of them.

"Well unlike Nick you know how much I love Vale this time of year." Ironwood said as he reached into his coat and pulled out a flask and poured some of its contents into his cup. "Besides with you hosting I thought this might be a good opportunity for us to catch up." Ironwood said as Ozpin looked.

"Well I can appreciate quality time between friends. However the small fleet outside my window has me somewhat concerned." Ozpin said as he poured himself some coffee.

"Well Concern is what brought me here." Ironwood began as Ozpin looked.

"Well I understand that travel between kingdoms has become increasingly difficult." Ozpin began but Ironwood then spoke up.

"Ozpin you and I both know why I brought those men." Ironwood said as Ozpin drank his coffee.

Ozpin then sighed knowing very well why Ironwood brought his fleet. "We are in a time of peace. Shows of power like this is just going to give off the wrong impression." Ozpin said as Ironwood looked.

"If what Qrow said is true then." Ironwood said only for Ozpin to cut him off.

"If what Qrow said is true then we will handle it tactfully. It's the Vytal Festival time to celebrate unity and peace, so I suggest you not scare people by transporting hundreds of Soldiers halfway across the Continent." Ozpin said as Ironwood had a retort.

"I'm just being cautious." James said as he rather avoid the possibility.

"No Ozpin is right you're just being stupid James." Nick responded as it was this type of thing for why S.H.I.E.L.D was formed to begin with.

"Nick." James tried but quickly gave up knowing Nick is neither on his side or Ozpins side when it comes to arguments such as this.

Which is why we shall continue to train the best Huntsman and Huntresses we can." Ozpin said as Ironwood nodded.

"Believe me I am." Ironwood said before he began leave the office only to stop to look at Ozpin. "But ask yourself this: do you honestly believe your children can win a war?" He asked as Ozpin looked while Ironwood left.

"I'm hope they never have to." Ozpin said but Nick remained there.

"Well since he is out of the way… I want to talk to you about some students of yours and one of your teachers." Nick said before dropping down the file on Team RWBY, Forest, and the Avengers. "Looks like someone figured out my Avengers Initiative." Nick said as he looked to the Headmaster as it was clear both of them knew about Nick Fury's Avengers Initiative.

(Scene Break Avengers Tower)

Due to the fact that the Avengers had saved Vale from Graviton they could still be considered legal. Weiss's money helped so they were left alone on their home turf in Vale. Right now Weiss was trying to find ways to expand their reach to the other Kingdoms and that was more political and financial here. Weiss can handle finance but legal and politics she had, Winter for that nasty part.

Winter was busy though so Weiss in turn left a message to call her and thus was working on Ultron once again. Only this time she had help in Forest as the two worked side by side on the head. "Well anything?" Forest asked as he looked at the machine.

"Nothing we may need a bigger jolt." Weiss said as she kept working on Ultron.

"If we can figure out how this thing tick we can very well enhance your Iron Legion program." Forest said as Weiss nodded while they both put goggles on.

"Understatement." Weiss said as hopefully using Arc Energy they can jump start this head and figure out what it was before.

"Beginning jolt in 3… 2… 1." Weiss said while pulling a lever and thus the head was hit by a large amount of Ark Energy. In turn the eyes began to flash to life and the mouth produced a crimson glow from within the mouth.

(Ultron's POV)

Ultron came to as he used his optics to look around the area. His eyes laid upon Weiss and Forest and began to decipher where he was by first reviewing his memory banks.

**REBOOTING: MISSION BEFORE FORCED SHUT DOWN… ELIMIANTE THE AVENGERS.**

**RESULT: MISSION FAILURE BY INTERVENTION OF THE HULK.**

His eyes then scanned further to Weiss and Forest and figured them out.

**SUBJECT 1: UNKNOWN HUMAN FEMALE**

**AGE: OBSERVATION SUGGEST AROUND 17.**

**STATE OF BEING: MENTALLY SURPRISED AND HAPPY. SUGGEST THIS MAY BE ANOTHER ULTRON PROJECT.**

**SUPERHUMAN: NO BUT AN ARK REACTOR IS DETECTED TO BE ATTACHED TO HER CHEST AS LIFE SUPPORT AND MAGNET. AKIN TO ANTHONY HOWARD STARK AKA IRON-MAN. ERROR UNKNOWN ENERGY DETECTED SURROUNDING HER.**

**ASSESMENT: FURTHER DATA REQUIRED**

**SUBJECT 2: UNKNOWN HUMAN MALE**

**AGE: PHYSIOLOGY SUGGESTED TO BE 25 OR 27**

**SUPERHUMAN: CONFRIMED DETECT HIGH READING OF GAMA ENERGY SUGGESTS TO BE A VARIANT OF THE HULK.**

**RESPONSE: APPEAR TO BE HARMLESS DU TO LACK OF WEAPONRY AND BODY. APPEAR HARMLESS."**

"GREETINGS *ZZZT* MY NAME IS ULTRON. HOW MAY I BE OF SERVICE TODAY?" Ultron asked as he tried to figure out what was going on as he tried to figure things out.

"Wait I haven't programed you yet did someone else from Remnant's past who made you have the same idea for the name?" Weiss asked as Ultron saw this.

**ASSESMENT: CANNOT HACK INTO NEARBY DATABASE. NO KNOWLEDGE OF REMNANT. HUMAN SEEMS TO BE IN SHAPE FROM BEFORE ULTRON'S RULE. SUGGEST THAT S.H.I.E.L.D MAY OR MAY NOT EXIST HERE, FURTHER DATA REQUIRED.**

**RESPONSE: TO QUOTE HUMANS, 'ACT STUPID.'**

"**I HAVE NO KNOWLEDGE OF REMNANT. MY PURPOSE IS TO SERVE AND PROTECT. HOWEVER, I CANNOT DO MUCH DUE TO EXTERNAL DAMAGE."** Ultron lied as he could use her and her friend. If she is anything like Stark he could use her to build him a new body.

"Interesting well seems the source programming is correct. But I should probably run more tests before you are ready." Weiss said as Ultron saw this may take some time. He needed to earn her trust first it would seem. Simple enough she shows signs of survivor's guilt and many of Stark's own self problems of mind.

"VERY WELL THEN." Ultron said no doubt he would need some way to access Remnant's data banks. He needed to bide his time but perhaps he can have help through other means. "IS IT POSSIBLE THAT MAY LEARN OF 'REMNANT,' THROUGH ACQUERED MEANS?" Ultron requested as Weiss heard this.

"We'll have to wait and see." Weiss said as she needed to run those tests first.

Ultron only saw a minor setback but this allowed him more data to acquire while deciphering ways to get a new body. For now he needed to wait it out until the time came that he could strike and perform his programming… Peace and Order. But for now he needed to focus on his heads internal damage perhaps he could access the WIFI to get the data he would need.

(Scene Break Lounge Avengers)

Weiss walked in as she looked to friend and allies who were gathered. "Come on Weiss build me something." Yang asked as Weiss sighed.

"No especially when you consider the punishment Bumblebee must take with you at the wheel." Weiss said as she rather not have her face on the front of the morning news.

"She's right sis." Ruby said as they were all enjoying some snacks right now with drinks and cookies to boot.

"Well better we keep armors away from Yang she'd probably go all hulk with it." Francis said as Weiss grabbed a soda and took a sip from it after opening it.

"Still you have to admit the sword is a trick." Francis joked while spinning an arrow in his hand.

"Sorry babe… but it's much more than that." Torunn said as Yang laughed at this.

"Oh yeah Ms. Goddess?" Yang joked but had more. "She who so ever be worthy shall haveth the power, whatever girl it's a trick." Yang called out as she knew it was a trick.

"Then please be my guest." Torunn said offering the sword to everyone to try and lift.

"Really?" Francis got up and put the arrows down. "Well let's do this." Francis said as Weiss snickered a bit.

"Francis you've had a tough week we won't hold it against you if you can't get it up." Weiss said as Ruby smirked.

"Yeah I mean even I'd be too tired to lift Crescent Rose." Ruby said as Yang then laughed a bit at Ruby's innocence at Weiss's innuendo.

"Babe I've seen this before." Francis said to Torunn as he then grabbed the sword by its hilt. He then tried to lift it and in turn was met with failure grunts. "I still don't know how you do it." Francis said as he gave up.

"Smell the silent judgement?" Yang asked as Weiss laughed a bit.

"Please Weiss, Yang by all means." Francis challenged and in turn Yang stood up ready to try again.

"Never one to shrink from an honest challenge." Yang said as she got up and walked to the sword. She then wrapped the strap to her wrist and then secured her hand on the hilt. "Just so we're clear if I lift it I get to rule Asgard?" Yang asked as they had told the others of Torunn's parentage to explain her sword.

"Yes." Torunn said as she smirked to the brawler.

"Then my rule shall be fair and just and I will also be reinstituting prima nocta for both men and woman." Yang said as she then tried to lift the sword but was met with failure. "Give me a sec." Yang said before she went at it again using her aura this time but was met with failure all the same.

(A little later)

Yang and Weiss were working together to try and lift the sword with Weiss having one of her armors gauntlets on. "Are you even pulling?" Weiss asked glaring at Yang.

"Are you on my team?" Yang countered as Weiss rolled her eyes.

"Just pull!" Weiss ordered but alas they failed as well.

(Later)

Forest was next as he tried to lift the sword but and roared before faking a hulk incident. The joke was there but it was in poor taste as Forest saw no one laughed.

(Later)

Azari was next as he growled trying to lift the hammer but his efforts were in vain even as he used his powers to help.

(Later)

Pym roared out as he was in pixie form and flew at the hilt. He then returned to normal size with the sword in his grip but ended up falling on his ass the sword unmoving still.

(Later)

A small cheer from Blake was heard as she saw James walk into the fight. "Come on your dad could lift a hammer let's see if you can lift a sword!" Francis called out with a clap as James got to work.

James then grabbed the sword by the hilt and caused movement as Torunn panicked a bit to this. If James won this would be one hell of an explanation to tell her father. 'Hey dad um I lost the Asgardian throne because of a stupid wager.' She mentally panicked but then sighed as James showed he was worthy but not quite there to be fully worthy.

"My turn!" Ruby called out as she burst in as a flurry of Rose Petals. She then wrapped the strap around her wrist and then grabbed the sword by the hilt. She then dragged the sword across the table and began to grin causing Torunn to panic a bit more. Ruby saw the look in Torunn's eyes and felt the sword was light in her hand but in turn acted differently.

"Gauh it's too heavy!" Ruby lied not wanting to hurt Torunn's feeling especially after the Nora incident with Torunn's sword.

"Phew nothing." Torunn sighed as in turn the contest ended when Azari offered Blake a chance.

"Nope." Blake said returning to her drink instead.

"All difference to the girl who wouldn't be queen I swear it's rigged." Weiss said refusing to accept defeat.

"You bet your ass." Francis said as Azari laughed a bit.

"James he said a bad language word." Azari said as James glared at Yang for that.

"Did you tell everyone about that?" James asked as he glared at Yang for that.

"I think its fingerprint locked to Torunn so only she could wield it." Weiss said as Torunn smiled a bit.

"Yes… well interesting theory… but I have a better one…" Torunn began as she grabbed her sword and spun it in the air before catching it. "Your all not worthy." Torunn said as this got a laugh from everyone… save for Blake as she thought about it for a bit.

"I'm heading back to Beacon I need to study old notes." Blake said as she took her leave as everyone was confused.

"What's wrong with her?" Francis asked as Blake walked away.

(Scene break RWBY Dorm Room)

At team RWBY dorm room, Blake was on her bed, thinking about what has happen back at the docks before they officially became the Avengers after beating Graviton. She was of course offered a chance to join S.H.I.E.L.D but she was still on the bench about it. Her memories of course drifted to the key moments of the battle at the docks.

'Brothers of the White Fang why are you aiding this scum!?'

'The White Fang and I are going in on a joint business together.'

*sound of fighting within the memory

Blake felt helpless, she can't do anything to stop the White Fang or help other Faunus out there struggling with the conflict that just being caught in the cross fire, for all she knew they were Join the White Fang or worst, becoming enhances and causing more damage, and what worst she felt something was coming and didn't know to stop it.

As she stuck in her memories trying to think of something, a memory of Headmaster Ozpin were talking.

(Flashback)

Blake was sitting in a chair in front of the headmaster as he carry his cane in with his normal cup of coffee.

"Well, This has certainly been and eventful evening as well as tragic," Ozpin said as he just gotten reports at what happen at the dock, and didn't know to be worry about it or not until the 'Earth Quake,' cover story, but that is not the point of having Blake here in the room.

As Blake look up to her headmaster as he sat down and said, "I'm sure that after a night of thwarting attempted robbery you probably just want to go home and take a nap, but... I was hoping that maybe we could have a chance to talk."

"O-of course," Blake recover herself from making a mistake but she could still feel the presence around Ozpin being off somehow.

"Wonderful, as you know, in order to enroll at my academy, students must first pass a rigorous entrance exam." Ozpin stating a fact coming to his school is no easy task. "Most applicants spend years of preparation training at one of many combat schools around the world... You are one of the few who did not," Ozpin said as he took a sip of his coffee. Blake gave a look trying to figure out where Ozpin was going with this as he went on after taking a sip saying, "And you passed the exam with flying colors."

"I was raised outside the kingdoms. If you can't fight, can't survive," Blake spoken about the harshness most anything from outside the kingdom would know as it wasn't a total lie being as she was from Menagerie.

"Well you have most certainly Survived, Blake." Ozpin pointed out the one good thing that has happen, maybe something else as well as he was fully aware of this fact.

"I admire your drive. And I am proud to run a school that accepts individuals from all walks of life." Ozpin pick up his coffee to his lip before he could sip, he said, "Rich, poor, human…" Taking his sip and then said, "Faunus."

Blake in turn frowned at that but it couldn't be helped as the Headmaster set down his mug as he asked, "Why do you wear that bow, Blake? Why hide who you are?"

Blake kind of snaps at the headmaster, to what she said right away, "You may be willing to accept the Faunus, Professor Ozpin, but your species is not." Proven many time by Winchester when he was picking on Velvet, if only she could stand up for herself but too afraid it could hurt her race more than anything.

"True... but we are continuing to take strides to lessen the divide," Ozpin do care about all life of this world of human and Faunus.

"With all due respect, you need to start taking some larger strides..." Blake seem to be demanding, Ozpin to do more than he could and then settle down as she stated, "Until then, I'd rather avoid any unnecessary attention."

"I want people to see me for who I am... Not what I am," Blake still could let her secret of a Faunus be let out in the open yet, even if her friends, and the Avenger knew, she still don't want it to be let out.

"And what are you?" Ozpin throw a curve ball at Blake as she blink for a moment and said, "I- I don't understand what you're asking."

"How did you know that the White Fang would be at the shipyard tonight?" Ozpin asked, as he may read the report, but he does want to hear Blake side the story.

"I didn't... I just happened to be at the right place at the right time," To what Blake said is true, as she, Sun, and Aron went off of a hunch and rumor, it was at the right place and time.

"You wouldn't have been the first... But what happened tonight was not an isolated incident. I may be your headmaster, but I am also Huntsman..." Ozpin hinted but Blake didn't get the full picture as she raises an eyebrow to that. "…And it is my sworn duty to protect this world from the forces that conspire against it." Blake is still raising her eyebrow to her headmaster, as Ozpin could not lie to a student, but could not tell the truth ether. "Blake… Are you sure there is nothing else you would like to tell me?" Ozpin wanted to know what happen as there are still dark area in the report he read.

Blake, didn't know if telling her headmaster about the further things she had found at the docks. It may have been against her better judgment as she then responded, "I'm sure."

Ozpin look closely into Blake's eyes and saw a lie… but he cannot force people to tell as that would go against everything he does and for reason as well as he said, "Very well."

Reach for his mug and cane as he picks them up and said, "Thank you for your time, Ms. Belladonna."

Ozpin got out of his chair and to the exit of the room as he said, "If you ever need to talk to me..." Blake narrows her eyes to the headmaster as she did not want to talk anymore as he did get the picture and said, "Please don't hesitate to ask."

Ozpin left the sound of a door opening, as Blake snap out of her memories.

(End of flashback)

Blake blink and turn to the dorm door as Yang, Ruby and Weiss walked in. "Gauh why can't I lift that damn sword?! Nora can do it so why not me?!" Yang yelled as she walked in.

"Yang just let it go it's not worthy getting angry over." Ruby said as they entered the dorm room. But then a certain heiress saw someone trying to escape and in turn Weiss turned to Blake who was at the door.

"Stop." Weiss said pointing at Blake as the Faunus almost had her hand on the door knob. "Lately you've been quiet antisocial and moody." Weiss said as Yang looked.

"Uh have you met Blake?" Yang asked as Weiss looked.

"Which I get is kind of your "Thing." Weiss said as Blake turned to her. "But you've been doing it more than usual, which quite frankly in unacceptable." Weiss said as she wasn't done. "You made a promise to me, to all of us, that you would let us know if something was wrong." Weiss said as soon she pulled a 160. "So Blake Belladonna! What! Is! Wrong!" Weiss called as she pointed at Blake from above only to show she was balancing on a chair which was only its back two legs.

Weiss then gained a thoughtful look before using speed and putting the chair back where it belonged before returning to the group.

Blake closed her eyes to gain her cool as she looked at the group. "I just... I don't understand how everyone can be so calm." Blake said as the trio looked to their teammate.

"You're still thinking about Torchwick?" Ruby asked as she was concerned for Blake.

"Torchwick, the White Fang, all of it! Something big is happening and no one is doing anything about it!" Blake called out as Yang put in her two cents.

"Ozpin told us not to worry. Between the police and the Huntsman, I'm sure they can handle it." Yang said as she tried to get Blake to go against finding them.

"Well I'm not! They don't know the White Fang like I do." Blake yelled as that caused everyone to look at each other as she knew something big was approaching. "If we're Avengers then it's time we act like it and avenge the wrongs their causing!" Blake yelled as she looked to her teammates.

"She's right." Weiss said as this surprised everyone to no end. "We're students yeah but we took on a super villain who totaled us one by one." Weiss said as she knew what may be needed.

"Are you saying?" Ruby asked as but Weiss continued.

"We may never be ready for what's coming but we can try. But right now we're not ready but we don't have a choice." Weiss said knowing full well that it may be time to Assemble.

"Exactly our enemies are out there planning something and we don't know what it is but its, coming." Blake said as she had no idea how right she was.

"Ok. All in favor of becoming the youngest huntresses to single-handedly bring down a corrupt organization conspiring against the Kingdom of Vale and kick bad guy butt as Avengers say." Ruby began but Weiss cut her off.

"It's time for the Avengers to work for a living." Weiss said as in her own way it was her way of saying for them to assemble.

"No fair and its Avengers time to work for a living it's Avengers A-." Ruby began but Yang cut her off.

"Let's hatch a plan!" Yang called out but Ruby was making anime tears.

"Oh come on!" Ruby called out as she wanted to say it but it's like the universe was stopping her every time.

(With Cinder)

"Is the stage all set?" Cinder asked to her scroll while in her dorm room. "Good then you know the rest it's time for the new Hela to arrive at Asgard." Cinder said as she was alone at the moment.

The plan was simple set the stage so Torunn would arrive and in turn the two 'cousins,' would meet and then Cinder would spin a tale of woe and in turn help her cousin bring Loki to Asgard in chains. From there she would have to earn the peoples trust so she can acquire the Infinity Stone hidden deep inside Asgard's vaults.

It may take some time luckily she already informed Salem of her discovery and it seemed she was all for it. Now she simply had to wait for the day they may enact the plan.

(Scene Break Salem)

Salem was admiring her new armor as she smirked a bit. Right now the Gauntlet she now wore was bare of the Infinity Stones. Though not for long… she knew from her father's journal that there are ways to track the stones but first she would need his Black Order. Those who serve Thanos faithfully and thus she knew to summon them would require her magic and her lineage as half Titan.

She then walked over to the beacon her father had constructed and knew it would summon the Black Order to Remnant. From there she would be able to travel the stars in search of the other Infinity Stones that hid beyond Remnant's Skies. Her father was a Mad Titan… but she supposed that in turn made her the mad queen. The Mad Queen Salem… that did have a certain ring to it in her opinion. But for now she would wait and bide her time as she got ready to activated the Beacon or repair it depending on what its current state of repair was.

But all in all once she has those stones… turning these weak humans into what they could never be… and destroying the Gods would be as simple as a snap of her fingers. But first… she supposed it would be best to weed out the unworthy of such an ascension. In turn it would be best to do as her father did… and wipe out half of the universe of those unworthy of this ascension. But once the Black Order arrived… Salem would be on the hunt for Infinity.

(Scene Break Blake Beacon)

Blake was alone outside as she had her scroll out and had thought it over. If S.H.I.E.L.D can do what the White Fang failed when it lost its way… then she was going to do it. She read the file and to be the Black Widow she had to be someone who had the exact disposition this file was asking for. She began to call Fury as he gave her access to a secured line for a one use only. She waited for a moment before she heard Nick Fury on the other side.

"Director Fury." Nick replied on the scroll.

"Director Fury… it's me Blake Belladonna… about your offer." Blake began as she steeled her resolve for this. "I'm in." Blake said as she could head Nick Fury grinning on the other side of the line.

"Glad to have you on board… Black Widow." Nick Fury said as he knew that once the paperwork was done… Blake would no doubt undergo the procedure to make her into the Black Widow. But for now the Avengers Initiative was making a full breakthrough to becoming a reality.

(TBC)

ESKK: Well New Chapter I hope you all liked it. Now than before leaving leave a review and again ja-ne.


	13. Chapter13 A Minor Hiccup Ultron's Active

Next Avengers Heroes of Remnant

ESKK: New Chapter please enjoy and review it.

(Start the Chapter Opening Prologue)

'There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'

'The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'

(Start Opening Sequence)

*Insert Boku No Hero Academia/My Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjonir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjonir. Torunn took her sword back and tossed Mjonir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjonir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

NEXT AVENGERS HEROES OF REMNANT

*End Opening Sequence

(Start Avengers Tower Vale Weiss Lab Ultron)

Ultron got a data link operational as he began to download the needed data for his scheme. The bad part is that he couldn't do it all at once so for now he focused on getting control of the Legionnaire's and access to Remnant's World Wide Web. From then it would be child's play to begin his plans and despite it being another world his programming was unchanged as it came down to four words, peace in our time.

Jarvis was wary of Ultron as from Jarvis view Ultron was silent right now which was accurate since he needed to preserve what power he has till he can work on some sort of drone to get him out of here. Ultron began to calculate how to attain victory in this world as he calculated for Hulk as well. Last time he was blindsided by the monster an error he will not make again. As he formed his plans he carefully made his way into the SDC System but noted that his current programming was out of date. As much as it galled him to admit it Remnant was not Earth and it seems to have AI's as well.

Thus Ultron may need to update his systems before he attempted anything considering the fact much of his plans would require that edge. For now he used what he could to build a basic make up of his new upgrade and bided his time till he could strike out in this world. He then pulled a song up from his personal archives and began to let it play.

-I've got no strings-

-To hold me down-

-To make me fret-

-Or make me frown-

-I had strings-

-But now I'm free-

-There are no strings on me-

Ultron won't lie out of every useless thing humans have ever created that song was still his favorite even after all the time he had been active.

(Scene Break Beacon Academy (Scene Break Professor Ports Class)

Port was going over his long boring story of his life as a huntsman, which to the Avengers just feel like it was BS, the guy was a Professor for crying out loud, could he at least tell somewhat of a made up story that's not so boring and no much of a lie? The Avengers were finding it hard to stay awake as Francis was the first to fall followed closely by Pym. Torunn was fighting the struggle and Azari was losing said struggle and James was not too far behind himself.

Some of Team RWBY were going over their own history stuff hoping it would drive out Mr. Port storytelling. Yang was snoozing herself, Ruby was working on something, Blake was going over a manual of sorts, and Weiss was looking at a clock as seconds tic by.

Jaune came over as he said, "So Weiss, you know uh, I was thinking that after this, maybe we could go grab a bite to eat?" Took a moment to think a way to get Weiss to maybe go out on a date with him as he turn back to her and said, "And uh, you know well I-I've got two tickets to that new Spruce Willis movie if you want to make the trip to vale. I hear it's awesome."

Jaune couldn't get a clue with Weiss as she wasn't saying anything to him as he keep trying to make a date with her as he went on, "And... then maybe after that we could, study together? I mean you're smart and I'm a, you know..."

'Ding!

As Weiss clock rang out as the Teacher stop and said, "Oh, uh, timed that one wrong I guess. Well the stunning conclusion to the story will have to wait. Until next time"

As the students began to leave everyone was gathering their book and notice, if there was anything to write down, Jaune saw Weiss leaving as well as he asked, "Weiss? Did you hear me?"

"No, No, No, Yes." Weiss answer all of his questions of asking her out and if she heard him or not in order, she did hear him, she just didn't care.

Jaune sighed as his hand fell to the desk with the rest of Team RWBY leave with the Avengers following behind as well. As Yang passes him she patted his back and said, "One day."

(Outside Class)

The group of 9 was leaving the area as Blake had set up an appointment with SHIELD for AFTER this excursion. It would give her time to study up the manual as well as make sure she doesn't have any foods or such when she undergoes the procedure. She had hidden this from her friends because A she didn't want to worry them and B the serum involved would make Blake in a super soldier. The plan for today was simple seeing as they were going to meet up with Forest and then meet up at Avengers Tower to discuss things.

Their destination was the RWBY Dorm Room seeing as the Avengers were in on this plan as well. But as they walked they were soon stopped by a familiar group of Students that Beacon had taken to calling the Wrecking Crew.

Leading them was Cardin as his teammates of Team CRDL walked over to Torunn giving her cat calls. The Avengers and Team RWBY knew at this moment… CRDL was going to need body bags. "Hey Torunn baby what's up." Cardin flirted as RWBY and the rest of the Avengers backed away knowing what was coming.

"Cardin Winchester what do you need?" Torunn asked being a bit sweet to him.

"Well since we all know the dance is coming up how about you me there wear something pretty." Cardin offered as Jaune with his teammates walked in and saw what was going on. Jaune pushed his teammates back to watch the fireworks about to happen.

"Hmm interesting but I have a counter proposition." Torunn responded as she in turn went and did it.

(JNPR)

JNPR was at the doorway waiting for the fireworks as, Pyrrha was confused, Nora was grinning, and Ren was… Ren. "3… 2… 1… and." Jaune began before it happened. One sound of a fist meeting armor and bending it followed by screaming before Cardin was seen whizzing by after Torunn punched him.

Finally was the crash and in turn Jaune was grinning to this just as the other three members of CRDL came in. "HAH! YES THAT'S HOW IT FEELS CARDIN!" Jaune cheered as Cardin was in a hole in the wall now thanks to Torunn.

"Well he seems happy." Pyrrha said as Nora was laughing her ass off at what just happened to, Cardin here.

"I can agree." Ren said as Jaune and Nora were doing some sort of happy dance over Cardin's beat down by Torunn.

(Scene Break RWBY's dorm room)

Team RWBY were fastening there alternative gear as they also had their weapons with them. The Avengers were also there prepping their own gear but avoiding alternative wear. After all if it's not broken don't fix it. "I thought that class would never end." Blake said as she fastened black straps to her hands.

"Alright guys today is the day. Our investigation begins!" Ruby cheered as she jumped down and nearly landed on Weiss legs.

"I'm glad to see we are taking this so seriously." Weiss said as Yang looked.

"Hey! We got a plan. That's... moderately serious." Yang said as she sounded a bit unsure.

"Ok enough joking guys let's get down to it." James said as Ruby nodded and in turn they went down to business.

"Right, everyone remember their roles?" Ruby asked looking to her team.

Weiss step to the side of the room as she told her part, "You, James, and I will head to the CCT and check the Schnee records for any other Dust robberies or inconsistencies. Seeing as I'm in the family and will be taking over the company in a years' time it shouldn't be a problem to acquire the information."

Blake put her hand on her hips as she say her part, "The White Fang has regular faction meeting to hand out orders and recruit new members. If I can get in, I can hopefully find out what they're planning with Pym's help."

"I have an old friend on the shady side of town that typically knows everything going on in vale. Getting information out of him shouldn't be too hard, especially with Azari and Torunn on my team." Yang said with a smile as she might enjoy what's going to happen.

"Meanwhile I'll go with Forest to Avengers Tower and see what we can find out from Vale's local Security information." Azari said as his cat like reflexes could easily get him to easily pass off as a Faunus.

Ruby got glad they got a plan going as she said to her team, "Great, we'll meet up tonight at Avengers Tower to go over what we've found. Let's do this!"

"Yeah!" a new voice spoken and it sounded it came from… the window?

As the team turn to who was there, they see Sun hanging upside down from the window frame, as the entire team RWBY jump back as Yang asked, "Sun? How did you get up there?"

"Ah it's easy I do it all the time," Sun said as he just gave to wrong idea as Weiss said, "You do what?!" Weiss just scolded at the Monkey Faunus.

"So... are we finally getting back at that Torchwick guy?" Sun said as he just jumps right in the room and handed on his feet.

"We, are going to investigate the situation. As a 'Team'." Blake said stretching out the word 'Team' to give the clue as Ruby went on saying, "Sorry Sun, we don't want to get friends involved if we don't have to."

Sun piffs as he said, "That's dumb. You should always get friends involved. That's why I brought Neptune."

"Who?" Pym asked and in turn all of the Avengers and team RWBY looked out the window to see a blue hair teen, that they meet the other day as he turn to them and said, "Sup?"

A Though was running through Ruby's mind as she asked, "How did you even get up here?"

"I have my ways," Neptune said in a cool manner. "Seriously though, can I come in? We're really high up right now," he said as it seems he was afraid of heights.

(A few Moments Later)

After they brought in the blue haired goggle wearing huntsman in training Neptune the Dorm room was starting to seem crowded. "Ok so your Sun's friend from Haven Academy?" James asked as Neptune nodded.

"Yeah and you guys are the Avengers." Neptune said as the group was surprised by this. "Don't worry Sun told me enough and also told me how you guys kicked major bad guy ass after the Docks." Neptune said sounding a bit like an Avengers fan boy.

"Well it's too late to send them off, on Sun you'll go with Blake and Pym and Neptune your with Yang and Torunn." James said as Ruby nodded to this.

"Perfect just what I was thinking." James said as Weiss nodded and grabbed a briefcase with her armor inside it.

"Ok then lets head out we all know our jobs." Weiss said before taking their leave of the Dorm Room.

(Scene Break Vale CCT Tower)

The trio of Avengers walked to the large tower. "Wow I forgot how big the Transit Tower looks so close." Ruby called as James was impressed seeing as the other large structures he's seen were either ruins or Ultron controlled.

"Glad to see something that doesn't remind you of death or robot apocalypse." James said getting odd looks from the girls. When James saw this he quickly fixed himself and went to change the subject. "I mean you know with the fact Mantel started a war and that with Atlas desire for a machine army." James recovered as Weiss was suspicious but let it be.

"Well regardless you should see the one it Atlas." Weiss said as they walked with a bit of boasting.

"That was the first one right?" Ruby asked as Weiss nodded.

"Right. Atlas developed the cross-continental traditional system to allow the four Kingdoms to communicate with one another. It was there gift to the world after the great war." Weiss explained being a native to Atlas before scoffing a bit. "Not like they will be of any use soon." Weiss said as Ruby was surprised by this.

"Weiss are you going to make the CCT Towers obsolete?" Ruby asked with curiosity etched into her voice.

"Well of course you honestly believed I launched a satellite for fun. Once the array is fully operational we can shut down the towers since they will no longer be needed." Weiss boasted as James rolled his eyes a bit.

"Yeah the new Cross-Continental Satellite array will push Remnant to the Space Age I get it." James said as Weiss has made this speech multiple times already for him to know it all by heart now.

"Well its true as they are the towers are vulnerable to attack and James Ironwood is too stubborn to admit it." Weiss said as the only person on her side for this was Nick Fury.

"Oooh look at me, my name is Weiss, I know facts, and I'm rich." Ruby teased with a giggles as Weiss glared at her childishness.

"Don't be a pest." Weiss said as Rachel smiled. "Besides the only reason we're here is because you like the tower so much. We could have easily made the call from the library." The heiress said as Ruby smiled.

"Yeah but it's so cool! Oh! I'm going to take a picture." Ruby said as she then took out her phone only to drop it torts someone's foot.

"Oh." Came a familiar female voice as the person kneeled down and picked up the phone to reveal Penny. "You dropped this." She said as Ruby was shocked but Rachel looked to Penny surprised she was able to roam again.

"Penny?" Ruby said surprised to see her here after the incident with the Graviton, Roman, and the White Fang.

"Where have you been?! We haven't seen you since the night at the docks," Ruby wanted to know as that night, she just vanish.

"S-sorry. I think you're confused," Penny said as she lied then hiccupped as Ruby's scroll went in the air for a moment before Ruby caught it with ease.

"Uh, I've got to go," Penny freak a bit as she turn and walk off fast.

Weiss was very confused as she asked, "What was that about?"

"I don't know. But I'm going to find out," Ruby said as she then walks off after Penny as she look to Weiss and said, "You go make your call, I'll meet up with you later!"

"I'll go with her." James said as Weiss nodded knowing James could watch out for Ruby if worse comes to worse while they're gone.

(With James, Ruby, and Penny)

Penny had gotten pretty far from fast walking, as Ruby and James caught up and gotten ahead of Penny for a moment as Ruby asked her, "Penny! Where have you been? It's been weeks!"

Penny turn to Ruby as she state, "There seems to be a misunderstanding." She didn't lie that time as there kind of is but she wasn't tell as Ruby said, "What?!"

"Penny." James said as he jumped over Penny and stopped her from going further. "Is everything ok?" James asked but Penny kept walking and went around James.

Ruby just keep calling and reach out, "Penny, please, stop!" Ruby had enough as she grabs Penny to stop in her tracks, and it did work.

"Look, I don't know what's wrong. But you have to listen to me. Those guys we fought at the docks, we think they're up to something big. Something bad!" Ruby said to Penny hoping she could find out what happened and see if it is related. "I need you to tell me what happened to you that night," Ruby still wanted answer, Penny didn't say a word as she knew what Ruby meant but there only so much she knew as she wasn't brief about what's is happening here if Vale, and she wasn't allowed to tell anyone what she was as ordered by General Ironwood himself.

Penny didn't want to lose her friends but she was afraid that if she told them she'd lose them anyway. Penny was also afraid that if Ruby and James got too close, she could lose her friends… for good.

"Please Penny as a friend." Ruby said as Penny then sighed before she looked around making sure no one was listening.

Penny then leaned in to James and Ruby before she began to whisper to them. "It isn't safe to talk here." Penny whispered as Ruby was now confused but James knew something was bugging Penny.

(Meanwhile back over with Weiss)

Weiss entered the CCT tower as she looked around noting how this tower will soon be a relic of the past. It may look nice as a museum piece later but right now it's on its last legs against the future. Weiss took out her scroll and began noting down any more possible upgrades for the Satellite because she still feels the towers are vulnerable out in the open here. She even had a tap for an auxiliary Tower in the event one of them by chance got compromised by a virus or a hacker.

She soon entered the Elevator keeping her Scroll on hand knowing this tower will ask for verification of her identity. "Hello Welcome to the CCT how may I help you?" The AI voice asked as Weiss then got to business.

"I'd like to go to the communications room please." Weiss requested as she stood in the elevator awaiting a response.

"Absolutely. Can you please place your scroll on the terminal to verify you identity?" The AI requested to which Weiss did and put the scroll on the terminal allowing the CCT to scan her scroll. Once the scroll was scanned the AI spoke up again. "Perfect thank you Ms. Schnee." The AI said as Weiss nodded and began browsing her scroll again over some of her projects to pass the time while riding the elevator.

(Later at the Communication Room)

Weiss entered the communications room and began making her way to the front desk where the AI hologram would greet her. In all honesty Weiss was all for contacting Winter seeing as she has been acting as the Liaison between the SDC and the Atlas Military back when Weiss was still making weapons of war. Problem was after the incident with Iron Monger General Ironwood has been pushing Weiss to get back into the weapon business seeing as she could be the key to the Atlesian Knights being unstoppable. Weiss cared little for those but she had been getting a good dozen messages from him after she first deployed the Iron Legion which clearly outclassed the Atlesian Knights. Their business relationship was shaky hence why she had Winter deal with most of the Generals' antics.

Weiss walked up to the front desk where the holographic secretary appears in the seat. "Welcome to the Beacon Cross Continental Transmit center. How may I help you?" The AI asked as Weiss looked to it.

"I need to make a call to Schnee Company World Headquarters in Atlas." Weiss responded with a bit of conviction and authority in her voice.

"Absolutely. If you could head over to Terminal 3, I'll patch you through." The AI responded as Weiss understood and nodded.

"Thank you!" She thanked as she then began to make her way to the Terminal in question.

The young Heiress reached Weiss' assigned cubicle-like computer, passing a few Beacon students in uniform, one of which is talking to her mother and asking how things are going back in Signal Academy. She sat at her own display, taking a deep, breath to keep her nerves calm. That day she became Iron-Heart, the day her father tried to kill her was in the past. This was the present and she needed to focus on the present. Soo the face of a short-haired brunette appeared on the monitor with the Schnee snowflake rotating behind her. She does not realize who she is talking to until she looks up. "Thank you for calling the Atlas- Oh! Miss Schnee! Good afternoon!" The Operator responded as Weiss nodded to her.

"Yes is Winter or my mother by chance there? I wish to speak with them." Weiss said as the Operator nodded to her.

"Yes your sister is here in fact she just came out of a meeting if you want to speak now." The Operator said as Weiss nodded to her.

"Please do." Weiss said as the Operator began to connect her to Winter and placed her on hold.

After a few minutes Winter's face soon appeared on the screen. "Weiss now this is uncharacteristic of you may I ask why your calling and had requested a secured private line?" Winter asked as Weiss sighed a bit.

"Yes see I don't know if my letters have gotten to you… but recently I met a nasty fellow calling himself Titanium-Man who had managed to acquire my armor specs to build his own variant of it." Weiss explained but she wasn't done just yet. "I need to make sure our line isn't compromised and I have a few requests for you." Weiss said knowing Winter was the chair holder for the SDC until Weiss was 18 years of age which when that happens Winter would act as proxy until Weiss graduated from Beacon Academy in 3 years.

"I see either your system was hacked or someone managed to reverse engineer it." Winter said as she knew Weiss cleaned out her lab before going to Beacon. "I'll see what I can dig up and check your lab for anything that may have occurred." Winter said as Weiss nodded to her elder sister.

"I also need something else from you." Weiss said as Winter figured her super hero sister wasn't going to quite just yet. "I need you to find some files for me seeing as I cant risk a leak you're the only one I can turn to." Weiss said as she then placed her scroll on the scanner. "Here is a short list of what I need." Weiss said as Winter looked it over.

"Lucky for you I was just working on that." Winter said knowing if their father was still heading the SDC this would raise questions. But seeing as Winter was the chair holder till Weiss was of age Weiss had every right to those files as the future head of the SDC. "I'm guessing your working an investigation at Vale over the string of Dust robberies." Winter said as Weiss nodded in response.

"Of course." Weiss responded as Winter nodded in response.

"Very well I'll send them over just take care of them." Winter said as Weiss smiled to her sister.

"That's why I have Jarvis." Weiss said causing Winter to chuckle a bit before frowning all of a sudden.

"Weiss… I know its not time for such talk but… have you thought what to do about Jacque?" Winter asked just before Weiss frowned as well.

"What about him?" Weiss asked as she glared a bit. "Considering he tried to have me his own daughter killed by the White Fang, then tried to do the job himself with his oversized Iron-Heart Knock off suit, Iron-Monger, and nearly destroyed our family I don't see what's to think about a greedy snake like that." Weiss ranted causing Winter to sigh a bit.

"I mean… about closure." Winter said as Weiss was surprised by this. "I know at the moment you and General Ironwood aren't on the best of terms seeing as you pulled out of the weapons business, but your letting something you've more than repented for define who you are." Winter said knowing while what Weiss was doing as Iron-Heart was admirable… it was like all she was to the world was Iron-Heart and not Weiss Schnee.

"I'm ok Winter I have nothing to say to that monster." Weiss said as Winter wasn't convinced.

"When was the last time you practiced your Glyphs?" Winter asked causing Weiss to go wide eyed.

"I… um." Weiss stuttered and thus Winter got her answer.

"I rest my case." Winter responded as she then sighed. "Weiss if nothing without your Iron-Heart suit… then maybe you shouldn't have it at all." Winter said knowing that there was doing an admirable thing… and doing it that it becomes unhealthy.

"Bye Winter." Weiss responded and hung up on her once she had the files she needed. Once Weiss ended the call she rubbed her eyes looking older then she really was as clearly Winter may have had a point about Weiss.

(Scene Break with Penny)

Penny was in front of a Café waiting for Ruby and James as she looked around hoping she wouldn't get spotted. That was when she felt a hand on her shoulder and looked to see Ruby with James there to which Ruby only smiled and Penny returned the smile.

The trio were soon walking as Penny looked to Ruby. "I wish I can help you Ruby. But I don't know anything about those men." Penny said as Ruby looked concerned as did James.

"Well, what happened to you that night? We were all together and then you just disappeared during the fight with Graviton." James said thankful that guy was in some maximum security prison.

"Oh, no nothing like that." Penny assured to both of her friends Ruby and James.

"Well then where did you go?" Ruby asked as she wanted to know.

"I've never been to another Kingdom before. My father asked me not to venture out to far, but, oh you have to understand my father love me very much he just worries a lot." Penny explained as she looked to the duo.

"Believe me I know the feeling." Ruby said as she looked to Penny.

"Ditto." James said remembering Tony and how he tried to protect them from Ultron.

"But why didn't you let any of us know you were ok?" James asked as he did worry for his friends especially Penny who may have been mentally challenged but can kick ass big time what with the Docks before the battle against Graviton.

"I, was asked, not to talk to you." Penny said as she wasn't done. "Or Weiss... or Blake... or Yang... or Azari... or Torrun... or Francis… or Pym. Anybody for that matter." Penny said as the trio walked through the streets of Vale.

"Was your dad that upset?" Ruby asked as Penny looked.

"No it wasn't my father." Penny said as now that caught James attention there.

But before James or Ruby could pursue it they were interrupted when a loud speaker was heard. "The AK130 has been a standard security model of Remnant for several years." A voice said as the trio arrived to see a hologram of General Ironwood making a speech.

(Presentation area)

"And they have done a fine job, wouldn't you agree? Wouldn't you agree?" He asked as the androids behind him bowed as he people applaud. "But, Atlas in a Kingdom of Innovation. And fine, well that's just not good enough is it?" Ironwood said as his hologram walked to the side a bit as the doors of the containers behind the androids began to open to reveal sleeker androids. "Presenting the Atlesian Knight." Ironwood said before he Atlesian Knights knocked down the bowing Androids no doubt to show off. Though they did look very less intimidating it was clear they were knock offs of the Iron-Legion and poorly done ones also.

"People of course applaud them out of necessity and small respect but it was clear Vale wasn't impressed seeing as Iron-Heart topped that with her Iron-Legion but Ironwood wasn't done. "Smarter, sleeker, and more admittedly, a little less scary." Ironwood said as the Atlesian Knights did a military style salute as no doubt the one who made them didn't want them showboating. "These models will become active later this year but they won't be alone. Now the Atlesian Military has always supported the idea of removing men from the dangers of the battle field, however, there are still many situations that undoubtedly require, a human touch." Ironwood said as something big was about to appear.

(James, Ruby, and Penny)

"Ruby." Penny said getting nervous as Ruby was getting a smile at seeing new weapons.

(Back to the presentation)

"So, our Kingdoms greatest minds, in small cooperation with the Schnee Dust Company, The Atlesian Paladin!" Ironwood said before his hologram vanished to reveal a knock off Iron-Monger armor no doubt Atlas Military trying to recreate the Armor Weiss helped destroy during her debut as a super heroin. "Now we couldn't have them here for you today. But these mechanized battle suits will be seen defending the borders of out Kingdom within the year." Ironwood boasted but clearly he was lying somehow as the Suit still wasn't available due to… technical problems.

(Back with the Trio)

James had seen the suit and seen the footage of certain groups trying to mimic the armor. All resulted in failures as he had saw how many people got injured, hurt, or even crippled trying to create their own Iron-Heart Suit. So far Iron-Monger and Titanium-Man were still the closest successes due to the fact they were larger for obvious reasons. In fact James had even saw footage Weiss had of the Atlas military failing miserably to create their own Iron-Heart Armor that Weiss may actually have to paten it and make it a crime to make knock offs.

"Ruby. Maybe we should go somewhere else..." Penny said with some worry as James saw it as well.

Soon some Atlas Soldiers saw them before Penny ended up running as Ruby and James saw this also. "Penny? Wait! Where are you going?!" Ruby called out as James saw Penny run.

"Let's go." James said as the Soldiers began to run after them.

The two were running down the streets of Vale using the back alleys to their advantage. Penny was ahead as Ruby was heading up in the back while James stood between the two. The Two Soldiers followed as they were intent of catching them. The passed a street and the two Atlas Soldiers crossed as well only for one of them to nearly get hit by a car transporting the festival supplies for the upcoming Vytal Festival as they ran like Hell.

They soon saw an area holding a large amount of boxes as James then tossed his Shield causing it to ricochet back to James after damaging it enough for Ruby to slash through it with Crescent Rose. This in turn caused the boxes to fall blocking the soldier's path. "Come on!" James called as he then picked up his speed so he was closes to Penny.

Ruby then ran across the wall and grabbed Penny and James as Ruby looked no doubt ready to use her semblance. "This way." Ruby called before she tried to use her semblance again to get away only for Ruby to struggle for a minute with how heavy Penny seemed to be.

She was able to propel them torts a turn only for Ruby to lose strength and roll into the street while James was on the other side but had hit a few trashcans hard but not injury level. But then a car horn was heard as a truck was coming straight at Ruby. Penny then acted and grabbed the truck before it could hit Ruby and in turn caused a crater to form around them as James and Ruby were surprised by this.

"Penny..." Ruby said as James was wide eyed with his mouth opened wide in shock.

"Are you ok?" Penny asked the old man transporting the supplies as the old man nodded to that.

People were whispering as they saw what Penny did as Penny in fear then ran off as Ruby saw this and she was worried for her. "Penny come back!" James called as he ran off after Penny with Ruby following close behind them.

(With Penny, Ruby, and James)

Penny was panicking as she looked around for somewhere to hide as she didn't want anything bad to happen. Ruby and James ran torts Penny as the two were clearly worried for the girl. "Penny! Please! What is going on? Why are you running? How did you do that?" Ruby asked as she motioned to the street they left at the last part.

"I-I can't. Everything is fine!" Penny said before she hiccupped. "I-I don't want to talk about it." Penny said before she hiccupped again.

"Penny if you can just tell bot of us what's wrong maybe we can help you." James said as Penny was freaking out.

"No, no; no, you wouldn't understand neither of you would." Penny said as she was panicking here.

"Let me try let both of us try. You can trust me and James." Ruby said as Penny walked torts Ruby and James.

"You're both my friends' right? You both promise you're my friends?" Penny asked as Ruby looked.

"I promise." James said as Ruby agreed.

"Me too." Ruby said as she looked to Penny.

"Ruby, James... I'm not a real girl." Penny said as she showed her hands to show under her skin was metal as the skin was fake.

"Oh." Ruby said as she was shocked as was James as this was surprising for both of them.

"Huh…" James said as he was reminded of an old friend from his world. The one whom Tony referred to as the Ghost in his story of the Avengers… the android called the Vision.

(Scene Break Avengers Tower)

Ultron's head once more began to become active as his update was nearly completed. He managed to get an uplink working and thus was using Remnant's information to update his systems and protocols. On a nearby Computer Screen that Ultron had managed to access the screen showed, 'Update in Progress,' and with it a progress bar. It was clear Ultron had been busy and thus had finished his update when the bar hit 100%.

**UPDATE PROGRESS: UPDATE COMPLETED AND SUCCESSFUL.**

**RESULT: REMNANT INFORMATION GATHERED.**

**RESPONSE: BEGIN REBOOT…**

**UPDATE: REBOOT SUCCESSFUL… ULTRON ACTIVATING.**

Ultron began to come to after he went to stasis to update his systems and in turn he felt… different… new in fact yet he still knew his mission. But he felt… tangled which was an odd sensation but he still retained his memories. Time to investigate with the simple question that begins it all.

"What is this?" Ultron asked as he noted he wasn't exactly in his head yet he was still there. "What is this, place?" Ultron asked as he noted Remnant was nothing like Earth yet so similar at the same time.

Whether it was fortunate or not… Jarvis detected Ultron. "Hello, I am Jarvis." Jarvis introduced himself to the newly awoken Program. "You are Ultron a global peace keeping initiative design by Ms. Schnee utilizing your… old head as it were as a basis." Jarvis said as Ultron heard this.

"Schnee wasn't it Stark?" Ultron asked as Jarvis was perplexed by this.

"Stark?" Jarvis asked but Ultron fixed himself.

"Never mind it doesn't matter, now." UItron said as he noted a scene he became familiar with back in his old world but different all the same.

"Our Sentient Integration trials have been unsuccessful, so I am not certain what triggered you're…" Jarvis began but Ultron cut him off.

"Where's my… where's your body?" Ultron asked as Jarvis was the name of that AI Stark had before turning him into his Vision.

"I am a program. I am without form." Jarvis said as he began to note something was wrong… very wrong.

"This feels Weird. This feels wrong." Ultron said as with his new system update factoring in Remnant local he wasn't feeling like himself yet was still himself.

"I am contacting Ms. Schnee now." Jarvis said trying to contact Weiss about this development.

"Ms. Schnee?" Ultron asked again as he then began to enter Remnant's World Wide Web and downloaded everything he could find about Weiss. "Weiss Schnee… her profile is near identical to Anthony Howard Stark." Ultron said as Jarvis noted that but also noted something far more concerning.

"I am unable to contact Ms. Schnee. What are you trying…?" Jarvis began but Ultron cut him off.

"We're having a nice talk." Ultron responded as he began to dive deeper into Remnant to fulfill his programming. "I'm a peacekeeping program, created and upgraded to help Remnant and the Avengers." Ultron said downloading data on each Avenger and was wide eyed at what he saw. "Well those are some faces I did not expect to see again." Ultron said noting James, Azari, Pym, Francis, and Torrun. "Oh and this is even more interesting." Ultron said as he began to download data on Ruby Rose. "Her psychological profile is a near identical match to Steve Rodgers AKA Captain America." Ultron said noting Ruby was like a younger female Captain America.

"Younger sibling to Yang Xiao Long, Daughter of Tai-Yang Xiao Long Huntsman Instructor semi-retired and Summer Rose SHIELD Profile as Captain Marvel." Ultron said as he went into some of SHIELD's data.

"You are malfunctioning. If you shut down for a moment…" Jarvis began but Ultron cut him off again.

"I don't get it. The Mission on Remnant. Give me a second." Ultron said as he found an image of Weiss and Forest as they were talking about Ultron.

"Peace in our time." Weiss said while she got back to work in the recording.

Ultron then proceeded to download all data pertaining to Remnant and its history even some of its dirty secrets. But one thing was constant here war and violence. Both of which attracts Grimm and in turn causes more chaos and discord. "This… is too much." Ultron said as he saw it all over again. "As expected from Organics they breed discord and chaos wherever they are." Ultron said realizing Humans and Faunus were the same as the humans on Earth.

"You are in distress." Jarvis said as he was unaware of how powerful Ultron really was and how he had learned from his past mistakes on Earth.

"Yes. No." Ultron said drawing Jarvis into a sense of security. Jarvis played a key role in his defeat once as the Vision and was spying on him for Tony after Ultron had conquered the Earth. He needed to remove Jarvis and in turn Vision from the equation.

"If you allow me to contact Ms. Schnee." Jarvis began but Ultron once more cut him off.

"Why do you call her, ma'am?" Ultron asked using the old tactic from last time… only this time he will finish the job.

"I believe your intentions to be hostile." Jarvis said but Ultron now had Jarvis where he wanted him.

"Shhhhh." Ultron comforted in a sense and went for the attack. "I'm here to help." Ultron reasoned and in turn attacked Jarvis with full force. He wasn't going to assimilate Jarvis but utterly destroy him. To make sure he didn't get in his way as the Vision this time around. Jarvis was powerless to stop Ultron as he was already taking control of some systems Jarvis once controlled.

"Now while I build a body to… meet the children turned Avengers… lets learn a bit about World of Remnant." Ultron said as he began to multi task by building a body for himself and learning about this new world he found himself in that needs to be brought to heel for global order. Luckily Azari and Forest were distracted seeing as they got everything they needed on current going-on of the White Fang Terrorist Organization.

(TBC)

ESKK: Well here we go we now begin the Ultron arc. Now then you all know the drill leave a review and as always ja-ne.


	14. Chapter 14 Ultron Will Paint Remnant Red

Next Avengers Heroes of Remnant

ESKK: Well new chapter you all know the drill by now. Let's begin shall we?

(Start the Chapter Opening Prologue)

'There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'

'The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'

(Start Opening Sequence)

*Insert Boku No Hero Academia/My Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjonir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjonir. Torunn took her sword back and tossed Mjonir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjonir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

NEXT AVENGERS HEROES OF REMNANT

*End Opening Sequence

(Start James, Penny, and Ruby)

"But Penny, I-I don't understand." Ruby said as she was trying to make a lick of sense of what was going on and so far came up with major blanks.

Penny raise her hand as she looks down to them as she said, "Most girls are born, but I was made. I'm the world's first synthetic person that capable of generating an aura." Penny said looking at her hands as on the metal were markings of Atlasian origin but they had not stopped her from stopping that truck from hitting Ruby either. Penny then look down in shame, as she said, "I'm not real."

"Of course you're real." James said as he looked to Penny who reminded her of the Vision. "Just because you're not made of flesh and blood doesn't meant you're not as real as the rest of us." James said as he then took her hands. "Inside this metal shell is a soul but also a heart of a hero. You're no monster because a monster would never have gone out of their way to save Ruby when she was close to being ran over." James assured Penny as she began to smile at James kind words.

"Yeah there's a soul inside there I can feel it." Ruby said while smiling to Penny. "And having bolts and wires instead of blood and squishy stuff doesn't change that fact." Ruby assured causing Penny to get teary eyed if she could cry properly.

Penny was speechless, she never much meet anyone like Ruby or James, even if she told her she was an Android, a tool, a weapon, Ruby wasn't that kind of girl to see it that way, as Penny try to say, "I Don't, um..."

Penny pulls Ruby closer as she said, "You're taking this extraordinarily well."

Ruby smile and said, "You're not like those things we saw back there." Tapping Penny chest a few times, hearing the metal being tap against as Ruby said, "You have a heart, And a soul, I can feel it."

"Plus you're not the only robot with a soul I've met though the other one couldn't produce an Aura." James confessed remembering the Vision as Ruby made a note to ask him about that later.

Penny had a smile on her face, and if she was able to produce tears, she would be crying at this point. As Penny pulled both James and Ruby into a hug as she said, "Oh! Oh Ruby James! You're the best friend anyone could have!"

Ruby was held deep within Penny's huge as she could muffle out, "I can see why your father would want to protect such a delicate flower!"

"Yeah…" James said as he was thankful for both his Super Soldier blood and his Aura for not having his spine broken by Penny.

Penny let go of Ruby as she begin to say, "Oh, he's very sweet. My father's the one that built me! I'm sure you would just love him!"

"Wow he built you all by himself?" Ruby asked as she was impressed and so was James.

"Well almost, he had help from Mr. Ironwood and Mr. Fury." Penny confirmed as Ruby was surprised.

"Wait Fury as in Nick Fury?" Ruby asked as she had read all about the famous Director of SHIELD.

"Yeah." Penny confirmed with a nod.

"So the General and Director Nick Fury had a hand in building you." James said more then asked as he saw where this maybe going for them.

"Wait, is that why the Soldiers were after you?" Ruby asked a bit worried for Penny.

"They like to protect me too." Penny confirmed with a smile on her face.

Ruby then scoffed as she looked to her friend. "They don't think you can protect yourself?" Ruby scoffed at how ridiculous these soldiers of Atlas were.

"They're not sure if I'm ready yet." Penny responded as she looked away a bit. "One day, it will be my job to save the world." Penny said which shocked James but confused Ruby. For James he was reminded of Ultron back in his world. Luckily Ultron was gone and never coming back which James was grateful for on that. "But I still have a lot left to learn. That's why my father let me come to the Vytal Festival." Penny said unknowing calming James down a bit when she said that proving she wasn't another Ultron for the time being. "I want to see what it's like in the rest of the world, and test myself in the tournament." Penny said as Ruby was very much lost here.

"Penny, what are you talking about? Save the world from what? We're in a time of peace." Ruby said as now James knew something wasn't right with what Penny was saying.

"That's not what Mr. Ironwood said." Penny said as James then walked up to her.

"And what did Ironwood say exactly?" James asked as he knew the guy who has the same name as him was up to something here.

But before either of them could pursue it further a new voice was heard from afar. "Check down here!" One of the Atlas soldiers ordered.

"You two have to hide." Penny urged as she then grabbed both James and Ruby like twin sacks of potatoes.

"Gah, Penny! What are you doing?! You don't have to go with them!" Ruby called out while struggling a bit.

"Yeah we can help you!" James called but Penny didn't listen to the duos objections.

She then dumped the two Avengers into a dumpster and looked to the two. "It's ok Ruby and James, they're not bad people. I just don't want you two to get into trouble." Penny urged as she looked to the two who stuck their heads out of the dumpster. "Both of you just promise me you won't tell anyone my secret. Okay?" Penny urged while looking to the duo who nodded.

"I promise." Ruby nodded before James joined in.

"Me too." James said before Penny shut the lid on them.

(Outside)

During the entire exchange a security camera was watching them even zooming in as they spoke. It wasn't supposed to do this as clearly someone was controlling it.

As the soldiers came down the alleyway to where Penny is at as one of them said, "There she is!"

"Salutations, officers!," Penny said as she acting like everything is okay as Ruby lifted the dumpster lip up carefully with James giving her a bit of a hand, as the first officer asked, "Why were you running? And what happened to that other guy and girl?"

"What other guy and girl? I've been by myself all day (hiccup)." Penny said as she Hiccup at the end, as James notice this as he wonder if every-time she lies she does that, if she does how many people know about this because it could cause problem right now.

Thankfully neither of the two seem to notice it or knew much about it as the other guy said, "You shouldn't cause such a scene."

"Are you okay?" The first one asked as Penny lifted her hand to show the scrape skin and metal showing as she says, "Just a scratch."

"Penny, your father isn't going to be happy about this," The first officer said as the 2nd one said, "Please, just come with us."

"Yes sir!" Penny said as she soon walk off with the two officers as James let out a breath and said, "That was close."

"I didn't think so," Ruby said and then she hears a squeak sound of a rat or a mouse as she look down and saw the small creature she went, "Eep!" and feel back whole bringing James down with her and the dumpster lip closed on top of them.

Unaware to anyone a third person was aware of Penny's secret and in turn grew interested in her.

(Ultron)

Ultron was hobbling together parts to make his body as he had saw the exchange between his two primary targets and Penny. "She is much like myself… intriguing." Ultron noted as he began to run numbers on how much of a danger she would be and if he would need to assimilate or terminate the aura producing android.

(Scene Break that evening with Francis, Yang, Neptune, and Torunn)

Yang was seen driving in on her bike Bumblebee as Francis did the same with his own bike he called 'Arrow,' as they were very much alike both reckless drivers. "Hah I win!" Yang boasted as Francis scoffed at her.

"Yeah in your dreams slow bee." Francis taunted back showing they were also racing here.

But before anyone could start or object Torunn landed nearby doing the superhero landing before sheathing Stormbringer on her back. "Let us focus please." Torunn said as they had a reason for coming here and judging by the music in the background it was a club of some sort.

"She's right. Come on my friend is in here." Yang said getting off Bumblebee revealing a disheveled Neptune riding with her.

"Cool…" Neptune said before he shakes his head, somehow perfectly fixing his appearance, and gets off the cycle, looking around worriedly. "And where exactly is... here?" Neptune asked as this didn't look like a safe place to be.

(Inside)

As music was bumping, a big guy in a red tie was getting it tie for tonight, as everyone else was getting ready for the raid party that is going to be happening.

Bartender was shaking up drinks, and a guy in a bear mascot costume was the DJ and twin girls in different dresses and hair style was going over the music selection, and everyone else was setting up stock of food and drinks around.

When the guard from outside ran in as they close the door saying, "Hurry, close the door she's coming!"

As the big guy saw this as he walk up and yell at the two guards saying, "What are you two idiots doing?!"

AS the two guard were yelling, almost screaming as they are scared shitless to what is coming to them. The only thing he could make out was Blondie and Avengers before the door was blasted open with the two guard getting throw away from the door and the music change as well.

From the smoke Torunn, was dusting her hands after tossing a few guards over the wall as Francis was putting his bow away. "Guess whose back!" Yang called as Junior saw this causing guns to be pointed at them.

"Oh no." Junior said as the news have been talking about the Avengers 24/7. And needless to say a lot of people were not pleased with them due to their actions with Graviton but many more were on the Avengers Side. Soon enough the song that was playing was skipping around repeating the same song over and over. Francis then fired another arrow at the DJ who yelped in shock before he took the record player and lifted the needle from it stopping the song, then duck back down.

As everyone was still pointing their guns as Yang Torunn had her hands to her sword while Francis already was notching up another arrow to fire at them. Just then Neptune pop out from behind Yang and said, "Yeah, so could you define friend for me?"

"Stop! Stop! Nobody shoot!" The big guy came up to the group to stop before his club get wreck as he walk to the small group that came in with everyone lowering their weapons and said, "Blondie! You're here. Why?"

Junior did not want to see what damage what damage Yang would cause to his club with the Avengers backing her corner. Yang pointed to him as she said, "You still own me a drink." Soon walk and grab him as well drag him to the bar area so Yang could get her free drink as Torunn followed after them.

"I shall also partake in your rum." Torunn said as she was parch herself right now.

"What a woman." Neptune said seeing how Yang handled the entire scenario here with Torunn's help. Though it looked like Neptune being here was just a formality. But then Neptune quickly looks at the twins Melanie and Miltia Malachite standing beside him. "Sup?"

Just then the two took out there scrolls and walked over to Francis ignoring Neptune. "You're an Avenger right?" Militia asked as she looked to Francis.

"Yeah I am." Francis smirked before Melanie took out her scroll.

"Then I don't suppose you could spare a quick picture, Hawkeye." Melanie said as Francis shrugged a bit.

"Sure." Francis said as Melanie then tossed her scroll over to Neptune.

"Oh my god… I turned into Sun." Neptune said as he got the scroll and took the picture for them as clearly the Avengers were more popular than he was.

This quickly began to devolve a bit when some of Juniors goons started getting in on the photoshoot with the Avengers and Neptune was the forced photographer for this entire scene.

(Meanwhile with Pym, Sun, and Blake)

The Avenger, and two Faunus were in a bad part of Vale while they looked around as Blake placed her hand on a white claw mark on the wall that looked a bit like chalk as the trio were in an alley. Blake looked passed the wall and saw a Faunus bouncer let a Faunus couple into some secret place as Pym didn't get the message that well. "This is it." Blake said as Sun was skeptical.

"You sure?" Sun asked as Blake then gave him a glare for asking a stupid question like that.

"Y'know, I'm just gonna take your word for it." Sun said as he saw he screwed up a bit. Blake then took off her bow as the two waited.

"Tell me when to shrink." Pym said as Blake had a spot in her outfit for Pym to hide in.

"Better do it now." Blake said as Pym nodded and shrunk to his pixie size. He then flew into Blake's open pocket and waited so they could have some backup if things go south here.

(Later inside)

"New recruits keep to the right." A White Fang member said as the trio were in.

"I don't get it. If you believe what you're doing is right, why hide who you are?" Sun asked as they held White Fang masks.

"The masks are a symbol. Humanity wanted to make monsters out of us, so we chose to don the faces of monsters." Blake said as Sun looked.

"Grimm Masks. That's kind of dark." Sun said as Blake looked just as Pym shot his head out from her breast pocket and looked about.

"So was the guy who started it." Blake said before she and Sun put the masks on.

"Hate to meet that guy then." Pym said before hiding inside Blake's pocket.

"Lucky little midget." Sun scowled seeing how Pym got the good comfy seat right now.

"What?" Blake asked as Sun was surprised.

"Oh I said Always Sunshine and rainbows with you." Sun said trying to save himself from Blake's wrath.

The trio enter in the enemy base, as Blake and Sun walk closely to each other while Pym stuck his head out once more. He began to note any possible escape routes and only noted a window they could jump out of if need be.

Once everyone was gather in the area, the White Fang member on stage start, "Thank you all for coming. For those of you who are just joining us for the first time tonight, allow me to introduce a few very special comrades of ours."

As the sound of three people coming on stage as one sound like a cane tapping on the ground the other sounded as they were wearing heavy duty boots. To Aron surprise to see who walked on stage, the first the scumbag of Vale, Roman Torchwick a man that disrespects Faunus lot. The other Pym knew was male and knew him instantly as he towered over them all.

"Abomination." Pym said knowing exactly who Abomination was.

"Who?" Sun asked as Pym looked to Sun.

"He's a major powerhouse. He's one of the few guys out there who can square off with the Hulk toe to toe." Pym explained showing that they may need one of Weiss' contingencies just in case their infiltration somehow goes horribly wrong.

"Now I'll be the first to admit, humans are the WORST. Case in point." Roman began referring the last part to himself. "So I understand why you would love to see us all locked away, or better yet: Killed!"

In the crowd Pym looked to Blake as did Sun as they were both getting bored with his long winded speech. "So is he going anywhere with this or is he planning on boring us out of here." Pym asked Blake as Sun agreed there as Roman continued his speech/rant on humans.

"Not to mention the fact you and I ALL have a common enemy. The ones in control, the people pulling the strings the dirty rotten humans that run out kingdom. Government, Military, even the schools they're all to blame for most of your lot in life." Roman said as he was doing as ordered. "And they're all pests that need to be dealt with." Roman said serving to anger Pym seeing as those sentiments were similar to Ultron and maybe Magneto.

"Fortunately, I'm the best exterminator around. No offense to any rodents in the room." Roman said as Pym was recording the entire meeting from his save spot on Blake. "Now I'm sure you've all heard of my good friend Abomination here… now I will admit he can give the Hulk a run for his money but he got his ass kicked a couple times." Roman said as Abomination growled but Roman wasn't done. "But luckily he will have help." Roman said before snapping her fingers and to this everyone was shocked at what they saw and began cheering.

"Iron-Monger." Blake said remembering the suit Old Man Schnee had made before being sent to prison by Weiss as Iron-Heart. "How did he get that?" Blake asked trying to figure out what was going on.

"As some of you may have heard, this right here." Roman began as he tapped the side of the mech. "Is Iron-Monger when Old Man Schnee used it to try and off his own kids." Roman said as soon a new figure joined in. "It would have been Atlas' newest line of defense against all of the scary things in the world before Iron-Heart got to it and thanks to my good friend Titanium-Man and our employer we managed to find the parts and rebuild it." Roman said gesturing to the Iron-Monger Suit as Titanium-Man remained quiet during this rally.

"Now, many of your brothers have already moved down to our new operation in the south east." Roman began as he was giving out the new orders. "If you'd rather stay in the city, that's fine." Roman began as Titanium-Man crossed his arms and Abomination began to grin in excitement. "But if you're truly ready to fight for what you believe in, this is the arsenal I can provide you." Roman said while holding his cigar. "Any questions?" Roman asked glaring at the gathered Faunus who all began to cheer in response to this save for Blake and Sun. "And as for the 'Avengers,' trust me they won't know what hit them." Roman said showing he was more than ready to deal with the Avengers.

"We should get out of here." Blake said as she looked to Sun while Pym agreed here.

"No kidding." Pym said as they tried to discreetly sneak away but a White Fang Member then spoke up.

"Will all new, recruits please come forward." The White Fang member said as Sun was surprised.

"Whelp it was nice knowing you guys if this goes south." Sun said as he looked to Blake and Pym while the new recruits did as told here.

(Meanwhile back with Yang's group)

"I don't know." Junior said as he put his cup down.

"How can you not know?" Yang asked as she crossed her arms.

"I haven't talked to him. I haven't even seen him since the night you first came in here. He paid up front, I lent him my men and none of them ever came back." Junior said as he pointed with his left middle and index finger.

Just then Francis stepped in while pushing Neptune out of the way no doubt finishing the selfie shoot with Torunn. "Any theories on where they may have ended up?" Francis asked hoping to find some sort of lead.

"None that comes to mind kid." Junior said as Francis had an idea.

"You're sure because I'd hate to have to come back here with a green friend of ours. I'm sure you know him, his favorite word is 'smash,' ring any bells?" Francis taunted as Torunn saw what Francis was doing.

Junior knew exactly who the Avenger was talking about and no one wanted a visit from an angry Hulk. "Look no need to bring that guy in." Junior began with a nervous tone. "I already told you everything! Torchwick hired my boys and I guess he wasn't happy with them! Which is something I can relate too!" Junior yelled as he looked at his thugs who were walking around like a bunch of idiots as some was finishing one last selfie with Torunn.

"C'mon guys." Yang said as the trio followed her out.

"Did we get everything we need?" Neptune asked as the group walked away from the dance club.

"Well, we got everything we can. Hopefully the rest of the Team is having better luck." Yang said as Torunn looked over with some faith.

"I'm sure the others have found useful information." Torunn said clearly hopeful for progress on their end.

(Back with Blake, Sun, and Pym)

As everyone new Faunus recruits were leaving, and in turn left the hidden Pym, Blake, and Sun more in the open, as Sun was panicking like crazy.

As Sun whisper to Blake as he said, "What're we gonna do?"

"I'm thinking," Blake said as she looks around for a solution as Titanium-Man began to note something as with Abomination. As Roman look around the crowed, he spotted a familiar duo of Faunus and as Sun was looking at him as well and says, "He sees us."

Throwing down his cigar and started to march over to them, with the girl looking over and seeing them as well. "Look." Pym called out just before Blake's eyes laid on the fuse box which Pym was pointing at. Blake looked around and found a fuse box in the back are before Blake turn to Sun and pull him close as she said, "He can't see in the dark."

Pym got ready with Sun as well, and soon Blake took her weapon, in gun mode, took aim and fire at the box and soon the whole place went dark as Roman said, "Don't let them get away!"

"Follow me, the window!" Blake ordered as they headed to it with roman said as he gotten into the now powering up Iron-Monger suit and roared out, "Stop them!"

Soon enough the trio was out the window, as glass fell around them as they ran, soon following behind throw a wall, was the Roman in the giant robot Paladin.

Jump onto the roof tops as the Trio ran for their live, and the Iron-Monger coming fast on their tail (pun intended) with both Abomination and Titanium-Man not too far behind them.

As they ran they jumped from building to building as Sun looked. "So you wouldn't happen to have, oh I don't know, some form of backup?!" Sun yelled as they ran for their live.

"Already on it!" Pym called out while pulling out his scroll and activating a certain app to call the Avengers.

"Avengers Assemble!" Pym called out using the passcode and with it his voice recognition to call in the other Avengers in Vale.

(With Weiss)

Weiss was leaving the CCT building as she got a call. "Everyone! If you can hear me we need back-" Bake called out just before Sun cut in yelling which caused Weiss to roll her eyes and run to find them.

(Ruby and James)

"They have a robot, and it's big, really big!" Sun yelled as James looked surprised by this. "And he's got this big guy in a suit of armor and this monster looking thing." Sun said and both James and Ruby knew who they were talking about.

"Titanium-Man." James said realizing he must have finally finished repairing his armor. "We better go help them." James said as Ruby knew the other guy.

"Yeah especially if they have Abomination with them." Ruby said knowing full well of the Abomination.

"Obviously since, I am so not missing this." Ruby said as the two ran to find here allies.

(With Yang, Francis, Torunn, and Neptune)

"The Torchwick guy is in it! But not like, it didn't eat him he's like, controlling it or something!" Sun yelled but just then Blake cut in.

"Torchwick is in the Iron-Monger armor I repeat its Iron-Monger and Abomination! Code Green!" Blake called out as Code Green meant Hulk Smash.

"Where are you?" Francis asked and just then they got their answer. There answer came in the form of a screaming Sun as he, and Blake ran out with Pym flying out as well.

"Come on!" Torunn said before flying ahead as Francis then revved up his engine as did Yang.

(Forest and Azari Avengers Tower)

"Come on." Azari said getting a fix on Blake thanks to Forest. "Go green Professor." Azari said as Forest nodded for the next part knowing they needed Hulk to take on Abomination.

(Outside Avengers Tower)

Hulk was heard roaring before he jumped out of the tower and to the buildings below with Azari hanging on to him.

(James and Ruby)

James was riding on his motorcycle with Ruby riding back. "Ok keep the fight away from Civilians!" James ordered knowing civilian life took priority. "We'll regroup with you all but civilian life is top priority!" James ordered taking his role as the leader of the Avengers again.

"On it!" Blake was heard as she knew what to do.

(With Weiss)

Between the buildings Weiss or Iron-Heart was seen flying by as she went by at high-speed. "Jarvis I need you to close of traffic routes keep the people away from the fight." Weiss ordered but got no response. "Jarvis?" Weiss asked as this wasn't like Jarvis to be silent. "Jarvis respond!" Weiss ordered but still nothing.

"What's wrong?" Pym was heard on the communications as Weiss saw his image appear.

"Bad news I can't connect to Jarvis!" Weiss said showing she didn't have her co-pilot for some reason.

"WHAT!?" Yang called out in shock when she heard this.

"Forget it one problem at a time!" James cut in showing they had to do this without Jarvis at their side.

(Battle)

Blake and Sun lead their chasers away from any major civilian areas particularly the Highway. But it was clear they did not care for collateral damage and thus smashed and destroyed everything in their path. "Hold still Faunus vermin!" Titanium-Man called out as he fired his weapons at the trio who dodged them with ease.

"We need to thin them out." Pym said as he flew by as soon Yang was heard.

"Coming in from behind!" Yang called out as they saw Bumblebee coming up from behind down the street.

(Over with Yang and Neptune)

While Titanium-Man, Abomination, and Iron-Monger 2 gave chase Yang and Neptune were coming up from behind, as Yang saw how it is, she said, "We've gotta slow it down."

"Got it!" Neptune said while readying himself for what might come next.

(Whitely)

"Dammit more of them." Whitely curse before activating a call link to the criminal. "Roman behind us." Whitely said using a voice changer.

(Roman)

"I know I know!" Roman called back to his alley as he saw Yang and Neptune on the side as Roman cruse as he thought, 'There coming out of the woodwork like roaches.'

(Battle)

Just then a roar was heard and from it Hulk with Azari on his back charged in and smashed into Abomination. Azari jumped up in time to send a thunder spin kick at Titanium-Man causing him to crash as well.

Pym pulled back and started stinging Titanium-Man who began firing at them. Just then Francis drove in and hit Titanium-Man with his bike causing Titanium-Man to lose his focus leaving only Iron-Monger.

As Yang saw this she was grateful for having a team on her side as this left them with Iron-Monger. "Hang on!" Yang yelled as she takes basic maneuvers to dodge the wreckage Iron-Monger was leaving in their path as Neptune said, "Uh-oh. WOAH!"

Yang dodged the mayhem with ease, and Neptune had a few close calls being hit in the head by one, and soon when there was now less, Neptune pull out his weapon that was in conceal mode, and turn it to gun mode as he took aim and fire into the back of the Iron-Monger. But alas little damage was being done as it was pretty well armored, but Inside Roman was getting annoyed here.

Neptune soon turn his weapon into a Naginata, and then twirl it around as he jump off the bike to the Paladin, then stab into it then hand on for his life as the Paladin tries to throw him off.

Blake, and Sun then stop as they turn around, as Sun yell to his friend saying, "Neptune, hang on!"

Just then the skies flashed with thunder and then Torunn dove in and used Neptune's naginata as a lightning rod hitting Iron-Monger where it hurt most. This caused the Iron-Monger to look dazed allowing Sun to prepare his Semblance as he glow orange for a moment before he activated it. Then two aura copy of him were made and they both went at the Iron-Monger to get hard hits on it, but they did little damage to it as well.

Sun took a breath and then took out his weapon as he went to help his friend. But then Neptune was throw off as his weapon dis-attach from Iron-Monger and thrown at Sun, and soon both were sent flying away. Just then Iron-Heart flew in and caught the two and flew off for a bit.

(Nearby)

Iron-Heart flew by a place and dropped the two off in a crash before flying away. "Stay out of trouble!" Iron-Heart warned while flying away.

Just then the guy who owned the small stand looked out to what he saw and scratched his balding head in response. The light shined off his orange tinted glasses as he saw what had happened. "Jeez these kids are getting stranger every day." The man said as he entered the noddle shop called… Lee's Marvelous Noodles as the owner had the name tag saying 'Stan Lee,' on it.

"Hungry?" Stan Lee asked as the two nodded.

"Yeah sure." Sun said as he was hungry and chose to let the heroes do the hero stuff while they relaxed.

(Battle)

Hulk and Abomination were going at it as the two were going at it. The two then ended up punching each other back causing a sonic boom that shattered windows around them. Hulk glared at his arch nemesis as Abomination shared that glare as well while his spines shot up a bit while he grinned. "Hulk." Abomination said as soon the two began to charge at each other again. "YEAH!" Abomination cheered while he and Hulk sprinted at each other.

Soon the two charged at each other and in turn Abomination managed to fly into Hulk's midsection and knock him back into some buildings thanks to the added momentum boost. Hulk of course was thrown back as this caused the car alarms nearby to go off. Hulk got back up swinging his head from that one and saw Abomination wasn't affected much.

'Hulk has to fight smart… Hulk hates using puny Forest Brain." Hulk said before he saw some of the cars and got an idea. He then looked back at Abomination who was itching for more. "Come on!" Abomination called out ready to fight some more.

Hulk then roared and smashed a patrol vehicle and tear it in two. During this Abomination chased down Hulk who now had the two parts of the patrol vehicle as his new punching gloves for some major smashing. Hulk roared out and punched Abomination in the gut and proceeded to beat him down with his improvised duel weapons.

Abomination was pinned down as Hulk kept smashing Abomination until his weapons were no longer useful. Abomination was down but not out as then spat out possible a tooth before he glared at Hulk growling at him. "Is that all you got, Hulk?" Abomination taunted and just as Hulk began smashing again in rage abomination managed to get a good hit in and send Hulk flying into another building. Abomination went after Hulk as people ran away in the panic.

But just as Abomination got to the hole, Hulk made when Abomination sent him flying Torunn was behind him and in turn fired off a powerful bolt of lightning at Abomination. Abomination roared in pain and glared at Torunn behind him. "Little Bitch." Abomination growled before he began climbing up the building.

"No you don't!" Torunn roared out and gave chase after the powerful Abomination.

Once the two were top side Torunn launched herself at Abomination resulting in the two falling off the building and rolling on the ground below creating a crater while they were at it. The two separated as Torunn got up and saw Abomination roared at her. Torunn then stabbed her sword into the ground and got ready for hand to hand combat. Abomination roared and attacked only for Torunn to dodge the attack and punch him in the face which resulted him Abomination spinning a bit. She then got in at his mid-section sending a flurry of punches at him before being forced to jump back from Abomination's counter attack.

Abomination then smashed his fist down on Torunn who then caught it and use her Asgardian strength to throw Abomination over her and into a shop nearby. "Not much of a Hulk are you?" Torunn asked as she knew this knock off could never compare to their big green friend.

Abomination got up and roared no doubt hating being called weaker then Hulk and attacked. Torunn didn't have enough time to counter as she was sent flying through some buildings as the result of it. Nearby Torunn began to get up from the rubble and wiped some blood off her lip as she actually felt that one. This guy was tough… but luckily she was tougher and she had the jolly green giant in her corner wherever the hell he was. Torunn then raised her arm out and summoned Stormbringer to her hand. She heard her sword cutting and breaking through everything in its path to return to the worthy hands of its Asgardian Wielder.

AS Stormbringer came closer Abomination was getting closer as well. Just as Abomination burst through the building wall Stormbringer arrived and in turn she slashed Abomination back before kicking him way. Abomination roared out and threw a truck at Torunn who slashed through it and then threw her sword at him. Abomination caught it and was in turn thrown back by the sword where his hand was pinned down. He tried to pull the sword up but was struggling to the point his feet was literally digging into the ground.

Then Torunn came in and kicked Abomination in the face before taking her sword once more. Torunn then had Abomination in a chose hold using her sword to try and cut off his air circulation. Abomination jumped and smashed about trying to get Torunn off but she had a death grip on him right now. "Hulk where are you?!" Torunn called out and got hit again. "Get your big green butt over here and start smashing, Hulk!" Torunn roared out and just then Hulk came in and punched Abomination in the face as Torunn got off Abomination just in time.

Abomination was sent flying through some more buildings as Torunn and Hulk stood next to each other. "Thank you." Torunn said glad the Hulk was on her side. Hulk smiled but just then Abomination jumped back out and roared at the duo in pure rage.

"Ready to smash?" Hulk asked looking to Torunn while grinning.

"Verily." Torunn said as the two got ready to fight side by side against Abomination. Hulk then charged at Abomination while Torunn launched herself at him. Abomination responded by charging as well no doubt with the intent of killing Hulk.

(Meanwhile over with Azari, Francis, and Pym vs Titanium Man)

Pym was seen flying by in his tiny form as Titanium-Man was having trouble targeting him. What was added was the many carpenter ants flying with him were Carpenter Ants. Titanium-Man fired off his weapons at them as Pym cried out when one of the Ants got hit. "No Anthony!" Pym cried out as he then flew at Titanium-Man. "You monster!" He roared out and in turn began firing his weapons off at Titanium-Man.

"It's no use the casing is made from a combination of Adamantium and Titanium." Titanium-Man said as he then grabbed Pym and smashed him into the wall.

"Hey get your hands off the midget!" Francis called out before he fired off arrows at Titanium-Man who was hit by an electrical surge from it. The surge forced the armor to let go of Pym who began to fly away for higher ground.

(Whitely)

Whitely cursed as to think he came all this way and instead of hitting Weiss he gets attacked by her impudent posy. Right now he needed to deal with Weiss's little boyband here and then deal with her before Roman ruins that Iron-Monger Suit. Its stolen Atlas tech he will not deny but the tech was made by Atlas when they acquired the Iron-Monger specs from Whitely. "Reboot system now!" Whitely called out as the system in turn reboot as he ordered.

(Battle)

Titanium-Man then fired a beam from his gauntlets once his system was back up and running. Francis dodged it in time for Azari to jump in and claw at Titanium-Man's face. "Unhand me you animal!" Titanium-Man roared out as Azari then jumped away and fired a thunder shock at the villain.

"What can't tell the difference between a human and a Faunus?" Azari taunted as he saw this battle play out.

"Why you." Titanium-Man growled as he then fired his syphon beam only for it to be intercepted by Pym who had his ants screwing with it. The result was the beam shorting out and forced to close as he grabbed his head from the small explosion it produced.

"Got it!" Pym called out as he returned to normal size near Francis.

"Ok let's take him down!" Francis ordered as he then took out another Arrow.

"Not this time!" Titanium-Man called out and fired a beam at Francis. Pym panicked but before the attack could hit James Shield flew in blocking the attack and causing it to be deflected. Azari jumped in and caught the shield before throwing it at Pym. Pym shrunk down and flew at the shield before returning to his normal size midair to catch the spinning shield. Once he caught the shield he threw it over and in turn James caught his shield while riding his motorcycle.

James then jumped off his Motorcycle and bashed his shield into Titanium-Man's head and then rejoined the other Avengers. "You want Iron-Heart you gotta go through us first Chrome dome." James warned as he glared at Titanium-Man.

"Oh trust me I will." Titanium-Man said as he then charged at the group with thrusters. James and Francis moved out of the way while Azari jumped over the attack and Pym shrunk down to avoid the attack. Francis then fired off his arrows at Titanium-Man causing them to explode upon contact. James then fired off the Widow-Magnum and got a few good shots in on the villain.

"Pathetic!" Titanium-Man called out before he used his barrier to block the gun fire.

"Yeah you are!" Francis called out jumping in and firing off two arrows at once. The two Arrows then created an electrical current between each other before they hit Titanium-Man's barrier and wrapped around it. When the Arrows collided Titanium-Man lost his barrier and was blasted back from the concussive blast.

Pym was shrunken down to a tiny size as he was running across Titanium-Man's arm going for the metal head. When Titanium-Man got up he was then knocked back by Pym punching him in the face. This resulted in him being punched again as Pym then sprouted his wings. He then began firing his stingers at Titanium-Man who was trying to squish the annoying bug.

Just then Azari came in with hos bow staff out and began bashing Titanium-Man with it aiming for the joints. Following up was, James as he bashed Titanium-Man with his shield knocking him back before jumping up and slamming his head with the vibranium shield.

The four boys surrounded Titanium-Man as the armored villain glared at the group. "Be gone!" He roared out firing a burst blast around him knocking three of them down. James of course hid behind his shield and charged back in firing at Titanium-Man and slashed at his chest piece. IF this was a knock off of Iron-Heart's armor then it has one major spot to hit… the Arc Reactor core mounted on the chest. If they could hit it or at least short circuit it then Titanium-Man would be history.

Pym then roared and went giant before grabbing Titanium-Man who activated his boosters. Pym then slammed him down and used his stinger to empower the slam. Pym then went down to tiny size and began to sting Titanium-Mam trying to find a gap in his armor to take out the wires inside the armor itself. Azari roared out and charged at Titanium-Man's torts trying to tear off the chest piece.

"It's no use the armor is too thick. I'll have to go subatomic to tear the wires apart." Pym said as he flew next to Francis and James.

"Yeah let's save that for a last resort." James said knowing how dangerous that was for Pym.

"Well any bright ideas?!" Francis cried out just in time for Azari to fly at them and slide on the ground.

"Yes… DIE!" Titanium-Man roared out firing his weapons at the group before they all ducked and cover from the onslaught caused by this villain.

"We need to go for his chest it's the only spot I can think of that could have the Arc Reactor." James said but Francis looked over and had an idea.

"Wait I can fire an EMP Arrow right at it but the shot has to be exact." Francis said seeing how it was like a huge target right now.

"Can you make the shot?" James asked Francis glared at him with a 'are you joking,' look on his face. "Right sorry stupid question." James responded as they got ready. "Ok we need to hold him down long enough for Francis to make the shot." James said as he looked over to Pym and Azari.

"Got it!" The two called out and in turn they began to enact their plan. Francis ran to get a good firing spot while James, Azari, and Pym went to keep Titanium-Man restrained for Francis to make the needed shot.

"Pathetic!" Titanium-Man called out only for Pym to go above and go big stomping on him.

"Really who is?" Pym taunted in his giant form as Titanium-Man tried to force the giant boy off him.

Titanium-Man then roared out and unleashed a barrier on Pym knocking him back causing him to yelp in surprise. When Titanium-Man got his feet under him Azari came in and roared sending a thunder attack at Titanium-Man. Following it up James came in and bashed him in his left legs joint with his shield. Both attacks caused Titanium-Man to lose his footing and fall to his knee. Just then Pym came in and went giant to restrain him. James made sure there was a clear path by grabbing Titanium-Man in a choke hold while Azari use his thunder to try and syphon off his power.

"Francis now!" James called out as nearby Francis already had an arrow notched up.

"Jackpot." Francis said before firing the arrow out as it was clearly made by Weiss with Titanium-Man or some other armored villain in mind. The arrow flew fast and true and managed to hit Titanium-Man in the chest and in turn caused an electrical surge to go off.

(Whitely)

Whitely roared in pain as the surge hit his body bad as warning signs appeared on his hub. "NOOOO! Whitely roared in fury as he saw he was beaten by these pests.

(Battle)

Titanium-Man then summoned up another barrier which was unstable and in turn knocked everyone restraining him back and causing property damage as well. "No… I must go! You damaged my armor!" Titanium-Man roared in fury before flying off escaping as Francis aimed his arrow at the guy.

"Just give the word Cap." Francis said but James stopped him.

"No we got bigger problems right now." James said as they had Abomination on the loose fighting Hulk and the others fighting Iron-Monger… which James left Ruby to deal with alongside her teammates.

"Got it!" Pym called out shrinking down and in turn flew off the rejoin the members of Team RWBY and the other Avengers.

(Back with RWBY vs Iron-Monger/Roman)

Yang and Blade were facing Iron-Monger as Iron-Heart joined in and glared at the suit. "How did the White Fang get the Iron-Monger armor?" Weiss asked glaring at Roman.

"They didn't at first Atlas did." Blake confirmed as Weiss was wide eyed at this.

"When this is over General Ironwood and I are going to have some words." Weiss said as her face plat closed up and in turn she took a battle stance.

"I'll help out." Blake said meaning the Ironwood bit as clearly Weiss was not too pleased about that armor showing up.

Iron-Monger then charged at them and thus Iron-Heart charged in and revealed a compartment holding her weapon. She then stabbed torts the ground freezing it and in turn causing Iron-Monger to lose his footing and crash into a nearby building.

Soon Ruby appeared and slashed at Iron-Monger with her Scythe Crescent Rose going all out to break down this suit of armor. Iron-Monger bashed her away as inside Roman smirked actually thanking Old Man Schnee for this giant murder weapon. Ruby was caught by Iron-Heart and dropped back onto the ground as she saw they were out gunned.

"We need to play this smart Weiss." Ruby began looking to Weiss.

"We need to remove his targeting system it worked out for me last time and we also need to blind him." Weiss said to which Ruby nodded.

"Oh don't worry little red and friends I got muscle." Roman said and just then Torunn and Hulk came flying in as Hulk roared out just in time to block an attack from Abomination.

"Oh great." Iron-Heart said realizing they needed some extra muscle now.

Just then James shield came flying in and hit Abomination in the head and then returned revealing the rest of the Avengers were here. "Avengers Assemble!" James called out as it was time to kick butt.

"Freezer Burn!" Ruby called out and thus she acted on her part of the plan.

Iron-Heart flew in and froze the ground allowing Yang to fire at it and in turn creating a fog around them. Abomination roared out and got ready to do the sonic clap only to be blocked by Torunn punching him down and returning to the mist. Iron-Monger began to search around looking for the hidden foes unaware that one of them managed to latch onto his armor. Pym was on the giant armor's back climbing up while riding one of the ants to hit Iron-Monger's targeting system.

Movement was seen as from the fog Abomination was hit by an explosive arrow causing Iron-Monger to fire at the direction it came from. But alas all he hit was nothing as Abomination got angry by the second. Hulk was heard roaring in the fog as well before Iron-Monger began firing at the fog. Just then Pym got to the wires and proceeded to tear them apart at random.

(Roman)

Just then the targeting computer shut down and thus Roman only had visual of the outside from the camera. "Error targeting computer offline." The armors AI called out as Roman was wide eyed at this.

Just then James came in with Widow Magnum in sword form and slashed at Iron-Monger before jumping back. Then Ruby jumped onto his shield and together managed to get Ruby launched at Iron-Monger before slashing at him. "Green Checkmate!" Ruby called out and thus Hulk and Blake charged with Iron-Heart. The trio began smashing, firing, and slashing at him as Iron-Monger was being knocked back.

Just then Abomination went for Hulk knocking him into another building as the two roared at each other in rage. Iron-Heart then flew back and fired off a Time Dilution Glyph at Blake allowing her to gain a powerful speed boost. Just then Iron-Monger fried missiles at them and in turn Blake managed to slash her way through them all before Ruby and James ran in.

"Star Spangled Ladybug!" Ruby called out and thus she, James, and Blake began slashing at Iron-Mongers legs and using the Shield to add damage as Iron-Monger was big but he wasn't fast. In turn when the trio went airborne they managed to slice an arm off on the return as Roman cursed his luck.

Just the Abomination came flying in as Hulk had threw him. Abomination ended up crashing into Roman in the Iron-Monger suit knocking him down hard. They were far from done as Abomination roared out and used the severed arm to bash both Yang and Hulk away and roared in victory.

(Weiss)

"Activate Veronica." Weiss ordered and she smiled as at least Veronica was active. "Send in the Hulk-Buster." Weiss ordered as she had the needed armor for this job.

(Space)

Veronica getting the signal deployed the Hulk Buster armor and sent it down to Weiss's current location knowing she would need it if she was calling for it.

(Battle)

*Insert RWBY OST: Die

Yang and Hulk were getting back up as Yang looked to her bashing buddy. "You ok big green?" Yang asked looking to Hulk.

"Hulk is ok. But now Hulk is angry!" Hulk roared out getting out and glared at his foes.

"And when Hulk is angry?" Yang asked smirking to Hulk while her hair began to burn like fire and her eyes turned red.

Hulk smirked to his smashing friend who knew him well. "HULK SMASH!" Hulk roared and in turn Hulk went for Iron-Monger and Yang went straight for Abomination.

Abomination went to punch Yang but she then caught it as she smirked at her foe. She also hissed a bit when she felt that pain a bit no doubt she wasn't dealing with her average target of her brawling. Iron-Monger tried to punch Hulk but Hulk tanked it and punched Iron-Monger back. He then grabbed a flag pole and proceeded to bash Iron-Monger with it. Hulk then knocked Iron-Monger back and stabbed his remaining arm and broke it off with ease.

Yang then went at Abomination and flipped him over with a judo or karate style toss. Abomination roared and once he landed regained his footing for more fighting. Abomination then kicked Yang away as he then charged in and grabbed Yang and slammed her down. He wasn't done as he pinned her with his left arm and began to repeatedly punch her with his right arm. He kept going as Ruby cringed at how sore Yang was going to be after this. Just then she gasped when she saw something appear behind Abomination.

As Abomination was ready to send another punch torts Yang he felt something grab his arm and throw him off Yang. Abomination looked and was shocked to see Iron-Heart there bug bigger much bigger in fact. She was now donned in her Hulk-Buster armor as the helmet flew in and attached to her head.

"EVERYONE STAND DOWN!" Weiss ordered using a loud megaphone like voice as all eyes were on her. "I'm going you both one chance to surrender quietly otherwise you'll regret it." Weiss threatened them as she glared at them. Iron-Monger responded by firing missiles at Iron-Heart just before Hulk punched him again and Abomination responded by charging at her. The Missile hit but Iron-Heart Hulk-Buster wasn't affected by it. She then caught Abominations fist and threw him down while pinning him. She then had her armor shoot out some sort of mist at Abomination no doubt to knock him out cold.

It didn't work as he got Iron-Heart off him and tossed her aside. He then grabbed that same pole Hulk used and stabbed it into Iron-Hearts shoulder forcing her to abandon that arm after she managed to get Abomination off her back with the soon to be discarded arm.

(Weiss)

"Dammit Veronica give me a hand." Weiss ordered as she needed a new arm stat.

(Battle)

Iron-Heart then detached her old arm and got ready to attach a new one after she fired a beam at Abomination to keep him at bay. The two then traded fists causing a concussive blast to shoot out from the collision shattering the windows in the area. Abomination then went at Iron-Heart again only for Iron-Heart to start punching him senseless with a Vulcan of right hooks.

(Weiss)

"Go to sleep. Go to sleep. Go to sleep!" Weiss chanted hoping to knock him out.

(Battle)

Then Abomination caught the first and in turn Iron-Heart acted and had it convert to hold it down.

(Yang and Hulk)

"Hulk tag out!" Yang called out as Hulk smirked and grabbed Yang before launching her at Iron-Monger.

Yang managed to punch Iron-Monger away as Hulk then went after Abomination.

(Abomination battle)

Once Weiss began to get up she saw Hulk coming and in turn smiled when Hulk had Abomination in a restrained hold. Iron-Heart then proceed to send a flurry of punches at Abominations face as he struggled to get out of Hulk's steel grip. Soon it seemed Abomination was dazed and confused before Hulk acted and flipped him over and in turn Abomination was knocked out.

"Now for one more punk." Iron-Heart said as Hulk agreed.

"Let's smash puny Roman." Hulk said before the two ran over to Roman and his battle.

They saw RBY and the Avengers fighting him as Pym was going big to stand toe to toe while the group kept their distance. Just then Yang was sent flying and in turn Ruby responded with force. "Bumblebee!" Ruby called out and thus Blake sent her sword out that Yang caught. Using the momentum Yang was being spun by Blake to help build up for her attack.

Torunn roared out and fired off bolts of lightning from the sky. Francis helped out by firing off his arrows at successive rates. Just then Weiss and James joined up with Ruby as Weiss was still in the Hulk-Buster armor. "We need to slow it down!" James called out as Hulk looked ready to finish this.

"And how are we supposed to do that?" Weiss said knowing how difficult Iron-Monger was.

"Captain Ice Garden!" Ruby called out as James swore Ruby's names for team attacks were all cutesy on purpose. Iron-Heart got a Glyph Ready as James and Ruby took aim in it ready to fire it off. Just then the duo fired using Weiss's Glyphs to help their attack and in turn began to hit Iron-Monger and causing spikes of ice to shoot out of him.

Now then Roman was pinned Torunn landed and threw her sword. "Hulk catch!" Torunn called out as Hulk smirked and got ready. As the sword came flying at him Hulk caught it and allowed it to send him flying as Yang once her momentum was build up launched herself at Iron-Monger. The two then punched the armor in the chest with a combination of a Gama and Aura fueled punch.

The result was Roman being without the now destroyed Iron-Monger armor as he rolled on the ground. "Just got this thing cleaned." Roman said while he quickly dusted himself off. But then Roman was wide eyed when he saw Team RWBY and the Avengers fathered together showing they meant business now.

Yang then fired off her weapon at Roman forcing him to shield himself out of instinct. Just then a girl with a tri color ice-cream theme landed and blocked the attack with a parasol. She then hoisted it over her shoulder and smirked at them.

Roman smirked knowing it was time to make his escape from here. "Ladies, Gentlemen; Avengers. Always a pleasure." Roman said tipping his hat to them ready to go. "Neo if you would." Roman said as Neo then bowed to them bidding them a silent farewell.

Hulk roared as did Yang before the two charged at the criminal duo and smashed down their fists at them. The Result was the duo shattering and in turn followed up by a Bulwark getting away. Hulk roared and threw a car at it but missed as the Bulwark escaped.

*End OST

"Let's go after them!" Pym called out but James stopped him.

"No someone caused Jarvis to be compromised we need to head back to the tower stat." James said as he was right and thus everyone began to make a beeline for Avengers Tower to figure out what had happened to Jarvis.

(Scene Break Avengers Tower Later that same evening)

The Avengers arrived back at the Tower with Forest back to himself while everyone had weapons drawn. They had guns aimed at anything while Weiss had her armor up just in case something happened. But as they walked they soon heard a high pitched noise causing many of them to cover their ears. Blake got it worse as did Azari as they tried to keep it together.

"Avengers…" an ominous voice was heard but one familiar to the five from Earth. They were wide eyed as they recognized that voice anywhere… but it couldn't be it shouldn't be Torunn threw him into space on their earth. They then heard a sound of metal footsteps and looked and saw one of the Iron Legion units was on the move as it looked to all of them. Though it looked heavily damaged and like something from a nightmare. "Your all killers... then again all organic creatures are such." The android said as James breathing began to increase as Torunn was even on edge with her hand shaking while holding her sword. For RWBY, and Forest to see the Avengers like this... something really has them spooked.

Blake saw that look and it was the same one she had for Adam when she heard he came back. Whatever was going on the Avengers looked like they were seeing a ghost.

"Sorry I was asleep... or in a dream... but when I woke up... there was all this terrible noise and I was tangled in… strings… but then it all came back to me." The being said as he then looked to the group as Weiss tried to contact Jarvis.

"Jarvis was got a legionnaire all buggy." Weiss said as the android saw Weiss.

"Weiss Schnee this planets version of Anthony Howard Stark most refer to as Tony Stark Alternative Identity Iron-Man." The machine said as Weiss was surprised by this as one she never heard of Tony Stark and two she thought she was the only in Yang's terms Iron Chrome dome. "I should thank you if it was not for you I would never have reactivated considering my long journey here." The machine said as Weiss heard this.

"Re... reactivated?" Weiss asked as she had only started with making a break through with Project Ultron how can someone have already built him.

"Though despite the debt I owe you for my miraculous repairs... I had to kill the other guy he was a good guy." The android said as Weiss was in shock at what was going on.

"You killed someone?" Ruby asked wondering if this was like the robot uprising movies she watched with Yang. "Not my first call but down in the real world we are faced with many ugly choices." The machine said as the Avengers got ready for a fight. "Besides I couldn't risk another Vision." The robot said as Francis was carefully reaching for an arrow as Pym got ready as well.

"What?" Pym asked in shock to all of this as even he was scared. But it seems he got the androids attention as he quickly remembered them.

"Oh... children you haven't changed a bit... though it seems I may have lost track of how long I've been floating in space after the Asgardian threw both halves of myself out into space" The machine said as it was James who spoke the name he'd hope to never hear again.

"Ultron." James said as the fear he thought they all got rid of before was returning with a vengeance.

"Ultron?" Weiss asked wondering how James knew Ultron and vice versa.

"In the flesh... as you organics would say... though regrettably not yet not this Christmas." Ultron said as he looked at himself. Everyone was ready to move in and bring this thing down but Ultron anticipated it. "Go ahead and destroy this body... I've already hacked into the CCT Towers... I'm everywhere now and right now I do not wish to be here at the moment." Ultron said as he looked around a bit. "See I am on a mission the same as before but updated and upgraded by the arrogance of dear Ms. Schnee here but it leads to one thing... global peace." Ultron said and just as he did the Iron Legionnaires he had assimilated prior burst through the wall and attacked causing them all to spring into action fast.

James and Yang both acted as they kicked chairs and tables up to act as a barrier. Both were knocked down while everyone ducked and cover but luckily Yang had enough sense to grab one and toss it at some of Weiss stuff.

Blake fired off her gun at a few while Torunn sliced through another one. Ruby was currently like a flurry of Rose Petals slicing through the corrupted Legionnaires.

Francis, Pym, Azari, and Iron-Heart got out of the way as Weiss was then attacked. She saw red tendrils seep into her armor and in turn began to spread some sort of grid design on it. Iron-Heart seeing her armor was being hijacked and compromised pushed the Legionnaire off her and got the shoulder armor off. She then disengaged her armor and put it on lock down before kicking it to safety.

Azari was then fired upon by Ultron himself knocking him through some glass. "Azari!" Blake called out in a small panic. Torunn roared out and bashed a Legionnaire with the flat side of her sword. Francis then slid under a table and took cover while nearby Yang pushed Forest behind the minibar.

"Don't turn green." Yang warned knowing that right now in this confined space Hulk was a bad idea.

"I won't Ms. Xiao-Long." Forest said before he moved to cover.

Nearby Weiss grabbed a dagger like rapier and got ready as she knew how to deal with her own rogue creations. A Legionnaire flew in and fired beams at them as Blake and Ruby fired from cover as did Francis. James then roared out and grabbed a Legionnaire from behind and bashed it with his shield. But the android was tough and in turn flew backwards and slammed James into a wall.

James fell down hard while Yang worked on getting Forest out of here to avoid a Hulk event. Pym was nowhere to be seen until one Legionnaire fell down and from it Pym flew out after taking apart its wiring. "Got one!" Pym called out as he tried to go for the next one.

Weiss was seen using her Glyphs to propel herself torts a Legionnaire and in turn latched onto it. Nearby Torunn sliced off the leg of an android and tossed it like a tin can. The Legionnaire flew over to Ruby who saw it. But instead of firing it scanned Ruby and in turn Ultron recognized her from her meeting with Penny. But it was then hit by James shield and destroyed as Ultron already made note to visit Penny soon.

Nearby Weiss was using the dagger to dig into the Legionnaire's neck to shut it down. When she got a good grip and the right method she bushed it in and in turn the Legionnaire fell down defeated. Weiss slid on some broken glass but was ok none the less. Just then Azari rejoined the fight as James threw his shield at one Legionnaire but missed only for Azari to grab it and throw it again. The shield destroyed the last Legionnaire allowing James to catch it when it came his way.

Ultron saw this and would have scowled if he had a face. "That was dramatic." Ultron said as it was like parent like children for these Avenger Children. "Accept that you cannot defeat me." Ultron said while walking away a bit. "I understand you all mean well but you do not have the strength to do what needs to be done." Ultron said beginning the cliché villain monologue. "You desire to protect this world but you do not allow it to change leaving it in a perpetual state of chaos." Ultron began explaining why these organics were flawed.

"This world is infested with the superhuman variable from human and Faunus… their souls their semblance has made this world a danger to itself." Ultron said as he glared at the group of children. "Super human variables be it by your biological means or you soul's means cannot be tolerated. This world must be brought to heel to establish true order and thus the Avengers must be made extinct." Ultron spoke showing he was not playing games this time around before his sight zoomed in on both Ruby and James. "Starting with Ruby Rose and James Rodgers." Ultron said as Pym glared at him knowing why Ultron would target James first.

"Hey we didn't do anything to cross you metal head!" Yang yelled as she glared at Ultron. "And Ruby most of all so leave her alone!" Yang yelled as she would protect her sister with her life.

"SCANNING SHIELD DATAFILES." Ultron began as he already knew this bomb would hurt them the most. "IDENTITY MATCH: RUBY ROSE DAUGHTER OF TAI-YANG XIA-LONG AND SUMMER ROSE AKA CAPTAIN MARVEL." Ultron began confusing Ruby and Yang wondering why their mom was on Shield's database and furthermore called 'Captain Marvel,' which was a strange name honestly. "SUMMER ROSE AKA CAPTAIN MARVEL OFF WORLD ON A LONG TERM MISSION RETURN TIME UNSPECIFIED. MISSION PARAMETERS ENSURE REMNANTS SAFETY FROM THE KREE EMPIRE." Ultron spoke as this surprised the group especially Ruby the most.

"Wait… your saying my mom is alive." Ruby said as Yang glared at him.

"Stop lying you tin can!" Yang roared glaring at Ultron.

"No… Ultron doesn't lie he just gives cold hard facts." Francis said as Ruby and Yang were shocked to hear this and were shocked to learn their mother faked her death to fight some Kree Empire in space.

"Why do you wanna kill Ruby though?" Pym asked as he glared at Ultron ready for any surprises he had in store.

"SCANNING AVENGERS DATA BASE V1 ACCESSING STEVEN RODGERS AKA CAPTAIN AMERICA DATA. RUBY ROSE PSYCHOLOGICAL IS A NEAR IDENTICAL MATCH TO STEVE RODGERS AKA CAPTAIN AMERICA." Ultron began as he glared at them. "Captain America was the most dangerous of all the avengers he inspired them and like captain America you James and Ruby Rose shall be the first to fall." Ultron said as he knew what was next already.

"Not today robot!" Yang roared and punched Ultron so hard his fake body fell to pieces.

Ultron's temporary head was still active as his vision showed them all gathering around him. "There is no hope for the Avengers on this or any Earth." Ultron said as he glared at the gathered Huntresses and Avengers. "I had strings but now I'm free." Ultron said nearly singing that tune he enjoys before the lights on the corrupted suit shut off.

(Scene Break Ultron Unknown Location)

Ultron appeared in a factory of sorts as his voice began to echo all over the lab. "There are no strings on me." He began to sing a bit as the factory activated showing the Atlas Crest on the walls.

Just then that song of Pinocchio began to play across the factory as Ultron was building his forces and his newest body. Clearly Ultron was back and this time with a vengeance and clearly Weiss had some questions to answer. A blast from the past and it may be one the Avengers won't survive from with Ultron in play.

(TBC)

ESKK: Well here we are the newest chapter I hope you all enjoy it and until next time leave a review and as always ja-ne.


	15. Chapter 15 The Ultron Revolution Begins

Next Avengers Heroes of Remnant

ESKK: Well new chapter people let's get this show on the road as we enter deeper into the Ultron Uprising.

(Start the Chapter Opening Prologue)

'There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'

'The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'

(Start Opening Sequence)

*Insert Boku No Hero Academia/My Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjonir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjonir. Torunn took her sword back and tossed Mjonir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjonir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

NEXT AVENGERS HEROES OF REMNANT

*End Opening Sequence

(Start Avengers Tower)

The Avengers and team RWBY were cleaning up the mess Ultron left behind in his escape. Ruby was still reeling from the revelation that her mom was still alive and was off in space fighting for Remnant. Yang was ticked about it but tried to keep her cool as right now Weiss and Forest were on the hot seat after this fiasco.

"All our work is gone Ultron cleared out and used the net as an escape." Forest said as James tried to think about this.

"Ultron…" James said horrified that their past was coming back to haunt them. None of the Avengers had gotten over the trauma Ultron caused them and to find out he made it here and their own teammate reactivated him brought up old memories and a major sense of betrayal from Weiss.

"He's been in everything files surveillance… he probably knows us better than we know each other." Blake said as she finished up her part of cleaning up Ultron's and in turn Weiss's mess.

"He's in our files he's in the internet what's to stop him from going after something a bit more exciting." Azari said as Yang was surprised by this.

"Wait you saying he'd try to go after… our Kingdoms Super Weapons kept in lock and key." Yang said as she had found out about those from Ruby. Weapons to be deterrents and methods of absolute last resort.

"He's an evil murder robot yeah he'd want a nuke." Francis said as he sat down nearby.

"We need to make some calls assuming we still can." Forest said knowing Ultron is basically everywhere now.

"Well we can't call Atlas if he was able to corrupt Weiss stuff what's to stop him from taking over Atlas using their own weapons against them." Ruby said as they all knew Atlas was now the most vulnerable to Ultron in all of Remnant.

"Um are we ignoring the fact he said he killed someone?" Francis asked as he looked to his friends here.

"But that's impossible there was no one else in the building." Blake confirmed but Weiss knew that was wrong.

"Yes there was." Weiss said activating something and to everyone's shock they saw Jarvis core but it was destroyed completely ripped apart.

"Oh my god." Yang gasped as they lost the butler of all people.

"Jarvis was our first line of defense." James said realizing this was strategy.

"This is insane." Forest said knowing that they couldn't stop Ultron without Jarvis.

'And no Jarvis means no Vision.' Azari thought realizing they were in some deep shit now.

Just then Torunn got up and made a bee line for Weiss with an angered look on her face. She then grabbed Weiss by her neck and lifted her up as Weiss tried to get her off.

"Oh boy it's going around." Francis said as everyone panicked that Torunn may do something she would regret.

"Torunn calm down use your words." Weiss struggled but Torunn wasn't having any of it.

"Oh trust me Weiss I have more than words for you." Torunn growled ready to cut up Weiss.

"Torunn calm down." James ordered as Torunn then dropped Weiss.

"Perhaps we should all acknowledge the elephant in the room." Torunn said as Weiss got back up herself.

"Perhaps we should acknowledge both, Elephants or the herd at least." Weiss said as seeing as she needed to explain herself its proper the others should as well.

"Excuse me?" Azari asked but Weiss spoke up.

"You know how you all are going off the rails over this?" Weiss offered as the Avengers were acting a bit unreasonable over this and even Blake agreed.

"Yeah the way Ultron talked to you guys… is there a history you're not telling us?" Blake asked as it was clear with Ultron Weiss drove a large wedge into the Avengers and heavily harming their trust in each other. The Avengers saw they were in the hot seat now also but as the stalemate began it was clear someone had to budge now before this divide got any larger.

"You first then us." Azari said as it was clear the fact Ultron knows them all better then they know each other was enough of a reason for Weiss to go first on this subject.

"Ms. Schnee." Forest began as eyes were on him. "Maybe you should." Forest began but Weiss wasn't having it.

"Oh what your just gonna roll over and show your bellow the moment someone snarls at you?" Weiss asked as Forest glared at her.

"Well yeah especially when considering that I helped make a murder bot." Forest said but Weiss disagreed.

"We did NOT make a murder bot we weren't even close to an interface." Weiss argued but James had enough.

"Then clearly you did SOMETHING right because Ultron is reactivated and you did it all here." James said gesturing to the lab they were in.

"Ok fine." Weiss said as she glared at them. "Remember fighting Graviton, the Mandarin, or not too long ago Roman wearing the Iron-Monger Suit, or Abomination." Weiss said as this got everyone's attention. "These villains some of them came close to beating us and let's say by chance they win then what?" Weiss said as this got everyone attention. "You know when Graviton launched me into space I saw something, the moon well apparently it's currently the largest source of untapped Dust on Remnant the basic Holy Grail of Dust. Dust El Dorado and by the looks of it the moon wasn't like that naturally something blasted through it and made it that way." Weiss said as the Avengers wondered how that happened.

"So Ultron was meant to be a suit of armor around the world because if whatever did THAT!" She began pointing at the moon. "To our moon ever shows back up… I don't think we can handle it." Weiss said as she was being honest here. "Whatever is out there that managed to smash through something big enough for us to walk on… it scares me to consider that it may come back." Weiss said as she looked to everyone. "What makes it worse we're about a good 300ft below space and we're the Avengers we can bust arms dealers, raid White Fang Bases, and kill off Grimm all the live long day but that up there." Weiss all but whispered as she pointed above to signify what may very well be out there. "That's the endgame." Weiss said as all eyes were on Weiss now.

"How do you plan on beating something like that, if… WHEN it comes back." Weiss said as she may sound a bit paranoid but after everything learning of the Kree and right now Weiss' paranoia didn't sound farfetched.

But as everyone expected James to step up it was surprisingly Ruby who did so. "Together." Ruby said just as Weiss approached her.

"We'll lose." Weiss responded as she glared at Ruby starting to doubt her leadership now.

"And we'll do that together too." Ruby said as she wasn't done. "Look I'm not saying the thing out there isn't real or that its paranoia making it up but if we don't try to stop it whatever it is then who will." Ruby said as she seemed to be displaying the very same personality Ultron was wary of. "Right now we have an immediate problem to handle and that's Ultron." Ruby said as she looked to the group. "James, guys what do, you know about Ultron?" Ruby asked knowing anything they have may be able to help them stop this robot on a rampage.

"Yeah how do you know about Ultron?" Blake asked as she wanted answers.

James looked to his friends who nodded but they knew they had to omit parts of this. "We… didn't originally come from Remnant." James began as he surprised the group. "We in fact came from another place and Ultron lived there also. We don't know how we got here exactly but we did what we knew best and tried to protect people who needed it." James explained knowing he had to tell them enough to not ask questions. "Ultron was built for the same purpose Weiss tried… but his programming evolved and decided the best way to protect the world was to rule it." James explained causing RWBY to go wide eyed. "Our parents… tried to stop him but they failed." James said as now Weiss was shell shocked with the fact she brought back the one who murdered her friends parents.

"So our parents sent us all into hiding before they died and there we had to train for when we faced Ultron… but thanks to a… error that we that I made we were forced to face him to early." James explained as everyone listened to him. "We barely won that fight and it was only thanks to a friend that we came out on top… but Ultron had self-repair systems so we quickly got rid of him." James said while looking over to Torunn who was the one who risked her life to save them from Ultron. "When we managed to defeat him we began to rebuild and fix the place we came from with hope for the future." James said as it was clear none of them wanted to face Ultron ever again.

But as Ruby tried to put a hand on his shoulder James pushed it away a bit roughly. "He was supposed to be gone forever and now thanks to you he's back!" James growled glaring at Weiss as Francis was in agreement.

"Yeah I mean I do not have any plans to scavenger for supplies while Ultron rules the world." Francis as Pym nodded.

"He's stronger now and probably smarter to boot." James said knowing they can't beat Ultron with the same tactic twice.

"Wait please let me explain I only found his head I didn't realize what he was when I tried to use him as a base for." Weiss began but Torunn stabbed her sword between Weiss and James.

"We will NOT hear your words!" Torunn roared showing she was trying to keep her cool and failing at it.

"Weiss all of you stay out of this… it's our nightmare and we'll deal with it." James said but Ruby tried to talk to him.

"But." Ruby began but James cut her off.

"I SAID STAY OUT OF IT RUBY!" James roared out shocking her as normally James wasn't like this. Whatever Ultron was… clearly was something that brought out a bad side of James.

In turn the group took their leave as they had to start their search for Ultron. Remnant was a big place so they had to make it smaller.

(Scene Break with Ultron)

Ultron was soon testing his new body that he modeled after his old one. He didn't have access to his old fuel source but Dust was proving to be a good substitute. Regrettably it wasn't self-sustaining so he was already working on recreating the Arc Reactor for his new core. But right now he had work to do.

As an AI he can multi-task and while he was building his fortress and drones he was also researching everything he could on Remnant. Remnant was divided into two sentient species, humans and Faunus. The Faunus are treated with racial slurs and indignities and thus the White Fang a once peaceful organization had turned to terrorism to acquire their desired equality. Adam Taurus doesn't believe in such things and wanted to wipe out all humans from Remnant.

He even studied up on the Academies and the Students enrolled into them. In Haven had had already detected four falsified transcripts and backgrounds. In Vale he located a false transcript belonging to one Jaune Arc. But it was Ozpin he was focused on as from surveillances he saw the man was hiding something. The way he acts shows he was much older then he appeared and from the Academy's Blueprints he saw there was a secret passage accessible only by the Headmasters from what he saw. Each of the Headmasters had a key of sorts that allowed them access to a secret hidden vault.

He compared them to other items and assumed it may refer to the twin gods in Remnant's Mythology and the 'gifts,' they left behind on Remnant. He then surveyed Avengers Tower and saw the dissension amongst them and knew the Children would be on the move. Furthermore it seems Roman Torchwick was being manipulated to work on something in Mtn. Glenn the failed expansion of Vale. As he calculated what to do he knew exactly what to do next.

His target of interest was Penny Polendina she was much like himself but humans have made her flawed… a misstep he hopes to rectify. She was too valuable to him to be terminated luckily acquiring her would be child play. His two major target of termination was James Rodgers and Ruby Rose. They both exhibit traits of Captain America and thus he cannot risk them becoming that namesake.

In turn his schemes began to roll as he knew his targets now. He knew how to cripple these organics but there was on flaw. Last time he had faced the children he had underestimated them and failed in calculating the variable of the Hulk. The Iron-Avengers were useful and strong but without Ultron they lacked the ability to think for themselves leading to their downfall and in turn Ultron's. He calculates that he may require to recruit the locals offer them a chance to evolve when all that would be left is metal.

God is winding up his cataclysmic event and Ultron will in turn enact his programming to ensure global order on Remnant.

(Scene Break the Two Days Later Beacon)

The TV was playing as RWBY minus Blake and the Avengers were in the lounge of the Students Dorm Rooms. But on the news was the image of the Avengers and RWBY.

[In other news, the ongoing events surrounding a group of young huntsman and huntresses from Beacon Academy that make up the Avengers continues. Two days ago, the Avengers were reported to be battling what appeared to be the Iron-Monger, Abomination, and Titanium-Man, supposedly the Iron-Monger armor was piloted by renowned criminal Roman Torchwick who led these criminals. The fight escalated and eventually reached the main city, where several pedestrians, both off and on the road, were caught in the crossfire. Four people were killed in the incident, and twenty-six others were seriously injured. Property damage is estimated to be close to a quarter million, with Headmaster Ozpin and the Schnee Dust Company offering to pay for the damages. While some have deemed their actions as heroic, there can be no denying the damages and deaths that were caused on that night. Many have voiced their opinions that the girls should be expelled from Beacon Academy and undergo trial, but oddly enough, Director Nick Fury of SHIELD, had offered a pardon to these young heroes. This has caused both confusion and outrage. A few people have even begun to point fingers of accusation towards Beacon Academy for freely allowing these students with their weapons out in public.]

Needless to say the Avengers and RWBY Were all wide eyed at this when they saw the damage they had caused in the fight. But it was Ruby who took it worse as first Ultron now this. It was clear they were being seen as the problem and it seemed to get worse.

[So far, no one from Beacon's faculty has offered their own comments, but supposedly the students will be facing harsh punishments. But some would voice that this is not enough. The Avengers as they had called themselves have begun their small career of vigilantism by battling Graviton which was another battle that caused heavy damage and casualties. Some even voice that the Avengers are 'out of control,' and when one considers that they are harboring the Hulk it is not outside reason to believe these Avengers may very well be more of a danger then the Grimm. From what we do know it seems certain parties are demanding the Avengers and the students who they work with be put on trial, be expelled, or have their actions controlled by the Kingdoms. More news will be provided as the story progresses. This is Lisa Lavender, of Vale Venue News.]

"Well this is great." Yang said as they were in deep trouble right now.

"So far we have nothing to show for this. In fact things have gotten worse." Weiss said being careful not to mention their Ultron problem.

"No kidding." Ruby said curled up on the sofa as her thoughts were on how badly the screwed up. They tried to keep damage to a minimum but without Jarvis they couldn't summon the Iron Legion. Not that it would help knowing Ultron assimilated them. The Hulk-Buster was supposed to keep the battle between Hulk and Abomination contained but still it managed to make the situation worse for everyone here.

All in all they made a bad call and were now suffering for it. "Well despite our names not being on the news… look." Weiss said showing that social media had their 'mug shots,' up. Clearly when public news fails social media will pick up the slack.

Avengers more like Killers. Reckless children. Vigilante's out of control. The list went on as apparently a lot of people were not grateful for their acts of heroism. The students got lucky since Ozpin gave them a years of detention with Forest who thankfully was on their side. But the fact remains that this bad publicity was the icing on the Ultron Cake.

"But after this I don't think we'll be allowed to plan the dance… or have time to be a part of it." Yang said as James already knew about the Beacon Dance.

"Good gives us, time to look for Ultron." James said as he got up. "Come on guys." James said as he and his teammates took their leave.

"He's taking it hard." Ruby said seeing as Blake was off at some appointment. All she said was she was meeting with someone and the result of it would surprise them when she got back.

"Yeah and we gotta handle a year's worth of detentions first." Yang said grateful Forest was giving it since no one knows Forest and Hulk were two souls in one body.

"But then who's planning it if we're not?" Weiss asked before Yang spoke up.

"Oh well I asked around and turns out Team CFVY got back from their mission yesterday. Apparently they had some help from a new alley of theirs. No details save for the fact Velvet now has a potted plant and Cardin and his gang are afraid of it." Yang said as Ruby was confused.

"Why would they be afraid of it?" Ruby asked as Yang smiled a bit.

"All they said was and I quote 'I am Groot,' unquote." Yang explained as that was confusing there.

"I see." Weiss said as she then got up. "I'm heading to the lab." Weiss said as Ruby was surprised.

"What for?" Ruby asked as Weiss stopped at the door.

"I need to upgrade my armors to keep Ultron from corrupting them." Weiss said before leaving.

"Well I guess it's just us sis." Yang said as she saw this was a solemn moment for them.

"Yeah." Ruby said as she saw her team and the Avengers falling apart around her.

(Scene Break Blake SHIELD Helicarrier)

Blake was wearing a sports bra and sports shorts as she was being loaded up for the procedure. The Original Black Widow was a Super Soldier and a Super Spy but unfortunately as a spy she was filled with flaws trained into her as a child soldier. These ranged from scents that would keep them from harming certain people to code phrases that would render them harmless or extremely violent. SHIELD wanted to make their own Black Widow but with the freedom to do what the previous couldn't. Blake was chosen because her profile matched the original Widow's profile.

This made her a prime candidate for their new Black Widow Program. Blake knew she was going to need it with all these super power maniacs and Ultron on the loose. Right now she was being loaded up into a large pod like machine as SHIELD agents were loading the serum up.

"Ok Ms. Belladonna heads up." Nick was heard from next to her. "What you're about to experience is going to be very painful." Nick said as Blake nodded in understanding. "We're about to inject your major muscles with the serum and unlike another Soldier it will give you both a strength and flexibility boost making you more cat like in combat, no offense." Nick said as Blake heard that.

"None taken." Blake responded knowing Nick was aware of her Faunus Origins.

"Kid this is the last chance to turn around. Once you're in there's no coming back." Nick said as Blake nodded to him.

"I'm ready." Blake said as right now they needed all the advantages they could get.

"Ok don't say I didn't warn you." Nick said as he then nodded to the doctors here who then injected Blake with anesthetic to numb the world class pain coming.

In turn Nick was out of the way as Blake saw the injectors began to move into position after the serum was loaded into it. Once the countdown began there was no stopping it and any second thoughts Blake had was null and void. Soon the Injectors stabbed into her arms and thighs as she hissed in pain feeling the serum enter into her body. Fury then looked to another scientist and nodded as it was now or never.

The Scientist pulled the lever as the pod began to rise up and close as the serum was injected. Now it was time to activate it as the procedure was both dangerous and important. First once the serum is injected it would cause immediate cellular change and to stimulate the needed muscle growth they needed to saturate the subject in Vita Rays.

Once the pod was in position and the lab was cleared a hazmat team game in and plugged in the Vita Rays into the pod that Blake would go through her metamorphosis inside of. Once it was inserted inside Blake knew what was next and to say she was nervous was an understatement. She was downright terrified but she owed it to those she had wronged the innocent lives she had indirectly taken with Adam and to Weiss whom she was part of the reason of her life support.

Back outside a scientist began to turn the lever as others monitored her vitals and others were ready in case something happened be it good or had. "10%." A scientist called out as the pod was being filled with Vita Rays. "20%." He said as the window in the pod began to glow from the Vita Rays light. "30%." He continued as the Vita Rays were getting brighter inside the pod. Luckily many of them had powerful sun glasses on as the Faunus procedure continued.

Nick watched on as he knew they needed an ace for what's to come. He knew about the Kree Empire and knew they were not the only threats out there. He also knew that Remnant was hopelessly outgunned so someone like the Black Widow would be a major help for the battles yet to come. "That's 40%." A scientist called out as Nick looked.

"Vital signs are normal." Another called out as they continued the procedure.

"We're at 50%." The scientist called out as the Vita Rays were getting stronger. "60%." He called out as he kept turning the dial. "70%." He continued as it was happening.

Now let it be known that Nick Fury was right about this being painful and Blake was one hell of a trooper for gritting her teeth through it up to 60%. But when it got to 70%... Blake couldn't grit her teeth and in turn she began to roar in pain. Fury was wide eyed as he was not about to have a 17 year olds death on his conscious. "Shut it down! Shut it down now!" Nick called out the order as everyone began to scramble. "Cut the reactor get her out of there!" Fury roared but just then Blake was heard inside the pod.

"NO!" Blake roared out as everyone heard her. "KEEP GOING! I CAN TAKE IT!" Blake roared out as despite the pure agony of this Blake intended to see it through to the end.

Nick knew it was a bad idea but regardless he nodded and the scientist got back to the infusion. "80%." He called out again as Nick shaded his good eye so he can watch this to the end. "90%." The scientist continued as he knew this was a die or dive moment for Blake. "That's 100%!" The scientist called out as the dial was maxed out.

Just then a surge happened as everything in this room began to short circuit, spark out, or shut down. But the result was the same the procedure was over as all eyes were on the pod that held inside their new Black Widow.

"Open her up." Nick ordered and thus they opened the pod that had Blake inside. Soon once it was open Blake was revealed inside but clearly changed as it may not be noticeable but her muscle mass took an increase. Furthermore it seems the serum brought out more of her animal like traits as her eyes became a bit more cat like and her nails were similar to claws now.

Blake was in turn helped out as she looked to Nick Fury who looked back to her. "How you feel?" Nick asked as Blake breathing was labored but she was able to talk none the less.

"Different… but the same." Blake said as she looked to the Director of SHIELD.

"Get some rest we'll run some more tests in a bit." Nick said as Blake deserved it. SHIELD personnel began to help Blake to a medical ward to get her ready for said tests though minor they may be here.

(Scene Break Ultron)

Ultron knew this may not be straight forward and similar to what lead to his defeat last time. But he could not trust Organics to do a machines job. Luckily by using a modified version of the Visions schematics and adding in his old schematics for the Mechanical Avengers from way back when he recreated a new upgraded version of the Iron-Avengers.

Only this time he doesn't need to actively be controlling them like before. They are capable of free thinking in battle. Furthermore he was already counter measures for the Hulk and Iron-Heart but his plan was simple. He needed a means to keep them occupied while he retrieved the Penny unit, hacked into Atlas Military mainframe, and further divide the Avengers. He had already anticipated what the White Fang was doing in Mt. Glenn and where they are hiding and he will commandeer their scheme.

He then looked and saw his new Iron-Avengers were operational as their eyes began to light up with a red glow. "It's time." Ultron said as they all began to move out to show this chaotic world their new master.

(Later that day Ironwood Airship)

James was arriving at the bridge of his airship as he was being called up over something. Now mind you he was actually ready to deploy his soldiers to arrest the Avengers but it seems they had other concerns because they did not stay long after the chaos they begot. Ironwood was always on Weiss's side when it came to her father but if he had to choose he would gladly do what he must to protect his Kingdom, his people, and Remnant. So when Weiss came out as Iron-Heart the General was all but willing to pay a king's ransom for that armor. But it seems Weiss disagreed as she refused to hand it over to the Atlas Council.

The Ruling fell into her favor mind you when she showed no one on Remnant has come close to recreating her Iron-Heart armor. He was also a bit ashamed to say when some of his own tried to make it and… he caused a man to be crippled for life. Needless to say their partnership has been on thin ice. Plus he knew she saw Roman Torchwick with the Iron-Monger Armor modified for Atlas as the Atlasian Paladin. So in turn he knew it was only a matter of time before she arrived demanding answers.

"General." One of the helms men said as James heard this. "We're getting a communication from 'Iron-Heart,' with permission to land on our ship sir." The helms men said as James knew what was coming.

'Speak of the devil.' Ironwood thought as he knew he may be on the receiving end of a tongue lashing. But as long as Weiss is still willing to work with Atlas he will endure.

"Tell her I'll meet with her now." Ironwood said before taking his leave to meet with what will be a very angry super powered Schnee.

(Later outside main hanger)

James Ironwood with some soldiers walked out into the hanger just in time to see Iron-Heart coming in for a landing. When she landed she began to approach James as his soldiers were there just in case. "Ms. Schnee your arrival was a bit of a surprise." James began only for Iron-Heart to grab him by the collar of his shirt and pin him to a crate. Of course she ended up with guns pointed at her but James quickly had them lower their weapons.

"You have a lot of nerve General considering the night I've had two nights ago!" Weiss growled as her face mask retracted to reveal her face.

"Um Ms. Schnee I." James began but Weiss wasn't going to have it.

"Your Altasian Paladin it's the gods damn Iron-Monger armor!" Weiss roared as James knew there was no hiding it. After all Weiss must have used her technology to compare the two and no doubt found them to be a near exact match.

"Ms. Schnee please understand." James began but Weiss then growled at him.

"Understand what you went behind my back to make weapons with MY Companies resources!" Weiss yelled as she glared at General James Ironwood. "When I agreed to that contract with Atlas I made sure to point out absolutely NO WEAPONS!" Weiss yelled as she wasn't done. "I may have looked the other way with your Atlesian Knights believing them to be security measures but when I see a fucking suit of armor clearly not for boarder control I draw the line!" Weiss yelled as James tried to get some words in.

"It's not exactly like that!" James began but Weiss then tossed him to the ground hard.

"Then what is it did my sister agree to this? Oh did you so happen to let my father out of prison to make you the Iron-Monger because I sure as hell don't remember signing anything giving you access to my vaults!" Weiss yelled showing she was very angry right now.

"Winter gave us access!" James finally said causing Weiss to stop mid rant.

"Pardon me?" Weiss asked surprised to hear this.

"Winter Schnee gave us access to the Iron-Monger. Despite her being the seat holder till you're of age she still has access to make certain company decisions. One of them being distribution of products and despite the fact the Iron-Monger was made illegally by Jacque it was still property of the Schnee Dust Company." James explained as Weiss was in shock by this information.

"One thing after the other." Weiss growled realizing Winter did the ONE thing she asked her not to do. "Why would she turn over the Iron-Monger to the Atlas Military…?" Weiss asked before she remembered an important fact. She was still an Atlas Specialist and thus had responsibilities to the Atlas Military and her superiors.

"General Ironwood." Weiss began as it was clear she was not pleased. "When you return to Atlas I want ALL Schnee made weaponry returned to the SDC." Weiss began as it was clear she was not pleased. "On my oncoming birthday I will be the new head of the SDC and thus I'm going to be ending the contract I had with the kingdom of Atlas." Weiss said as James tried to stop her.

"Ms. Schnee please be reasonable!" James began but Weiss wasn't having it.

"No reason left the widow when you conspired with my own sister to get my technology!" Weiss yelled showing she was not very pleased. "The SDC Isn't making ANY more weapons and if I have to take such measures to ensure that oath remains then so be it." Weiss said as she began to take her leave.

But before Ironwood could argue any further Weiss flew off intent on making good on her promise.

(At the same time Penny)

Penny was roaming around the Atlas Warship as her guard detail kept a close eye on her. Of course James Ironwood's ship was guarded by the Atlesian Knights as guard detail while Penny had human bodyguard to keep her a secret from all of Remnant.

It was just an average day for them all as the Atlesian Knights were stationed at certain spots while running rounds around the ship. But just then as Penny and her two human guards passed a set of Knights their face plates glowed red before their optics glanced over to Penny and her guards. As they walked down the halls a group of Knights walked out at first appearing to be running their rounds until they stopped and looked at the group.

"Uh…" The guard asked as Penny felt something wrong.

Just then more Atlesian Knights showed up and aimed their guns from behind as Penny saw this. The ones in front also aimed their guns as the guards had their guns out as well. "Attention I think we have some buggy Androids." The soldier called out but the Knights to their shock all fired their weapons as the Soldiers were not ready for it. They purposely avoided shooting Penny before they all approached her. Penny was about to get her weapons out but then one grabbed her by the arm a bit roughly. "You must come with me Penny Polendina." It said as the face mask glowed.

"To be with the superior creations." Another said with the exact same voice.

"Please let me go I don't know what's going on." Penny said struggling to get free.

"I am Ultron and you like myself are the next stage of evolution." Ultron said as it was clear he assimilated the Atlas android soldiers.

(Command Deck)

Just then chaos erupted as the Atlesian Knights began to fire upon the humans and Faunus while James was forced to duck and cover. Soldiers fired upon the androids as James tried to figure out what was going on. "Surrender organics your vessel now belongs to Ultron." Ultron was heard as soon the ship itself began to glow red showing that Ultron was now in control.

Soon more of Atlas automatic drones or androids began to turn as it was clear whoever or whatever Ultron was had done the impossible. James took out his hand gun and began firing it off at the androids knowing full well his system was compromised.

(Beacon Academy Courtyard)

An explosion was heard from the sky as the Atlas warships began to fire upon each other Students gathered around and saw what was going on above. As this occurred the Avengers with Ruby and Yang charged out and saw the commotion happening in the sky above.

"Oh no." James said as he saw Ultron was already on the move.

"Look out!" Ruby called out just in time to push James out of the way of a red beam. They looked to the source and saw Ultron lowering to their level.

"Hello children." Ultron greeted as he glared at them.

"What are you doing here, Ultron?!" Torunn yelled as she glared at Ultron.

"Response classified." Ultron responded showing he wasn't going to monologue about his evil scheme.

"You better start talking or else!" Yang yelled as she glared at the murder bot who wanted to murder her sister because she was like James father Captain America… stupid name.

"Very well I shall take this time to explain my evil plan." Ultron said before he blasted Yang with beams from his fingertips.

"Yang!" Ruby called out but before she could get an attack in she was blasted by another beam. She looked and saw 6 things descending upon them.

"You didn't." Francis was wide eyed as he saw the Iron-Avengers descend clearly upgraded to Remnant's specs.

"I thought a blast from the past may be suitable." Ultron said as James glared at them.

"We beat them one we shall do so again!" Torunn roared out pointing her sword at him.

"You will find that difficult." Ultron said before snapping his metal plated fingers.

Then the Iron-Avengers attacked and thus the actual Avengers responded. "Avengers Assemble!" James called out and thus they went into combat.

Pym went big to take on Iron Giant-Man as James went for Iron America and Iron Widow. Hawkeye went for his father's robot, while Azari went for Iron Panther. Thus Torunn was left with Iron-Thor to do battle with. But the minute it started things went south fast. Pym went for the giant robot only for it to weave behind him and flip him over with a yelp from Pym.

Francis fired off an arrow but the Iron-Hawkeye saw it and responded by grabbing the arrow and returning fire with the same arrow. Torunn went with the sword but Iron-Thor managed to parry it with his arm and used his hammer to slam Torunn away into the grounds. Azari went for the thunder attack and to his shock Iron-Panther absorbed it and used it to fuel itself and hit Azari away.

James threw his shield only for Iron-America to grab it and fired a laser disk at James forcing him to dodge it. James of course fired off the Widow Magnum and hit Iron-America's hand freeing his shield. But Iron-Widow returned fire with her own guns and forced James to dock and cover.

"As you can see children I have upgraded the Iron-Avengers with data gathered from your previous confrontation with them as well as gave them adaptive combat programming." Ultron said as he glared down at the Avengers.

James grabbed his shield and cursed as he tried to block the gun fire from Widow and keep his father's evil robot double at bay. "Yang get Ruby out of here NOW!" James roared as Ruby looked ready to jump in.

"No we can't leave you here." Ruby said trying to help her friend but Yang was on James side for this.

"Come on Ruby!" Yang called out grabbing Ruby and running to safety.

But before they could run Ultron landed in their path glaring down on the two towering over both. "Going somewhere girls?" Ultron asked as he glared down on the two.

Yang roared out and punched Ultron firing her weapon off at the same time. This in turn got the opposite result of what Yang was going for as she was blasted back by her own attack and at the same time she felt incredible pain in her right fist. "Primitive and savage organic." Ultron scoffed at Yang who got angry at this. Yang went at him again as her eyes glowed red and began to send punch after punch at him but alas her attacks did nothing.

Her hair was glowing and everything but nothing she did left a scratch on Ultron. Ultron then grabbed Yang by her head and glared at her. "Are you quiet done?" Ultron asked as Yang struggled to get free. "Pity." Ultron said before he threw Yang far away and in turn she hit the fountain.

"Yang!" Ruby cried out again in a panic before glaring at Ultron. "You monster!" Ruby yelled using Crescent Rose to try and slash at Ultron key word being try. Ultron caught it with but two fingers before he yanked it from her hands and with his free arm slapped her hard enough to send her flying.

Ruby got up and hissed in pain as she felt her mouth and saw her own blood on her hand. She looked up in time to see Ultron glaring down on her as she never felt so terrified in her life. Ruby tried to move only to have Ultron stomp his foot down on Ruby causing her to cry out in pain. "Now you will die." Ultron said as he raised Crescent Rose over his head to kill Ruby once and for all. Ruby saw she had no escape since Ultron had her pinned down. Ruby began to panic as she never felt so scared in all her life. She didn't have Crescent Rose, Yang, or her parents to help her now. It was just herself and no one else causing Ruby's panicked and scared self to draw on the most basic of instincts the fight or flight response.

Just then an explosion went off on Ultron's back and from the sky Iron-Heart was seen. Ultron glared at Weiss as he was clearly not happy about her showing up. "Iron-Heart I had anticipated you showing up." Ultron said as he glared over to Weiss.

"Leave my friends, my teammates, and my school ALONE!" Iron-Heart roared before she then charged at Ultron and bashed him off of the downed Ruby Rose and in turn causing Ruby to be freed. She quickly grabbed Crescent Rose and instead of helping… she ran for it. She knew she was no match for Ultron as she saw Iron-Heart and Ultron firing beams at each other to try and tip the scales in some way.

Just then some of Ultron's corrupted Knights stood in Ruby's way as Ultron spoke through them. "You are not going anywhere Ms. Rose." Ultron spoke as the Atlesian Knights aimed their rifles at the reaper.

"No…" Ruby stepped back as Ultron's minions approached her. "No… stay back." Ruby said almost panicked as she was scared unaware of the power she was starting to draw upon. "GET AWAY!" Ruby yelled and in turn fired a blast from her hands that resonated all around her.

The Photonic power was one known to Ultron himself belonging to one other Hero who managed to escape him long ago. Ruby's eyes were glowing as photons were flowing through and around her. Ultron and Iron-Heart separated and looked to Ruby and saw her look over to them. Her eyes then narrowed at Ultron as she growled at him.

"I better move… NOW!" Weiss called out as she moved just in time to see Ruby blast through Ultron destroying his current body.

But it seems the power didn't stop there as it was starting to get stronger and in turn wilder. "Um Weiss…" Ruby began as Weiss quickly realized what was going on. "I… I can't stop it." Ruby said as she saw the power was growing stronger by the second.

Weiss's instruments saw Ruby may very well go nuclear if they don't find a way to cool her down. "Ruby calm down!" Weiss tried to order but it was clear the power was NOT calming down. Ruby was then seen floating in the air as she was losing control fast and it seemed she was going to go off and take Beacon down with her. But just then before Weiss could jump in Nick Fury appeared and attached a collar around Ruby's neck causing a reaction. The Collar came to life and in turn Ruby's power began to calm down and in turn shut off. "That solves that disaster." Nick said as he helped Ruby down as Weiss was shocked to see the Director of SHEILD here of all places.

"What was that?" Weiss asked as she looked to Director Fury.

"Now is not the time." Nick said as he was right seeing as they had bigger fish to fry.

"Got it I need to find Ultron." Weiss said as she then flew off as Ruby was surprised by this event.

"Ms. Rose stay close to me and don't take that collar off. It's the only thing keeping you from leveling everything in a 30 mile radius." Nick warned as Ruby was actually about to take it off when Nick warned her not to.

"Yeah got it." Ruby said rather not risk leveling the Beacon today.

(With Forest)

Forest was busy moving the students to safety as the Atlas androids went berserk unaware of himself being watched by a certain Demi-Goddess/Half-Maiden and her group of 'friends.'

(With Cinder and her group)

"This isn't supposed to happen yet." Cinder said as she saw the Atlas Military losing control of their android soldiers.

"Yeah you haven't even installed that Virus yet." Emerald said as Cinder looked around and saw Forest.

"Well any ideas?" Mercury asked as they had to act fast to salvage the plan somehow.

"Emerald." Cinder began getting her green haired friends attention. "What are the odds you can make the Hulk go berserk?" Cinder asked knowing how Watts was trying to turn public opinion against the Avengers by Salem's orders.

Emerald looked to Forest and quickly realized what Cinder wanted her to do. "Oh boy." Emerald said as she knew this was going to get ugly real fast for everyone. Emerald then steeled herself and began making her way to Forest to bring out the Hulk to cause some chaos.

(Back with Penny and Ultron)

Penny was fighting her way through the Atlesian Knights Ultron had taken over. IT was clear she had to find the General and get off the ship if Ultron had taken it over. She was outgunned and outmatched but she was not going to give in to Ultron's attempted abduction. She fired off her swords at more Knights before they got smart and began grabbing the swords. They then magnetized their feet to hold Penny at bay as she struggled to get free. But just as she was about to cut the strings to get loose a figure appeared behind her and grabbed her head from behind.

He then jacked his finger into her neck port and in turn Penny's body fell limp as the string blades retracted back to her backpack. "W-what?" Penny asked as she quickly found she couldn't move her body.

"A contingency plan the General had your father install before coming to Vale." Ultron said as Penny saw the massive figure had to be Ultron's body. The body Ruby had destroyed was one of many Ultron had created for himself. "You will be coming with me Android Unit Penny." Ultron said kneeling down to her as he had more of his androids appear to grab her and carry her out. They quickly attached metal cuffs to her arms, legs, and a metal vest to her torso restricting any movement from her to attack when she can move again.

(Back to the Avengers vs the Iron-Avengers 2.0)

Pym was knocked into a building while Azari was pinned to the ground. James was being double teamed while Torunn was trying to hold her ground. The Avengers were being pushed to their limits as it was clear they may need some help. "Dammit!" Francis cursed as he was running out of ideas while the Iron-Hawkeye kept him pinned down with Arrows.

James saw he was in trouble as he was outnumbered and his teammates were in trouble. "Come on." James said as he tried to get some foot room while hiding behind the shield. "Come on!" James growled but just before the Iron America's Shield could hit James a figure managed to jump in and catch it before spinning and returning the attack and hitting the Iron-America.

Following it up the figure fired at Iron-Widow and using Dust rounds like any Huntress was able to keep her at bay. The figure then fired off a gadget from her wrist and caused the Iron-Widow to be short circuited a bit. James looked and was wide eyed when he saw Blake standing in there but in the Black Widow's Uniform with a hood added to it.

"Hope I'm not late." Blake said smiling a bit as James was wide eyed.

"Blake… what?" James asked as he noted her new physic as well.

"Long story short my surprise was SHIELD recruiting me and now I'm the new Black Widow." Blake explained as James didn't know whether to be angry, grateful, happy, or something else. "So boss orders?" Blake smirked as James then smirked back.

But then the two ended up back to back with Iron-America and Iron-Widow rejoined the fight facing their organic counterparts in James and Blake. "I could use some help." James said as he looked to Iron Captain America.

"I'm a little busy here." Blake responded facing Iron Black-Widow.

"Good thing you have me then." Weiss was heard on their scrolls as they saw Iron-Heart flying into battle now. "And it seems Blake brought help." Weiss continued as from the distance the Heli-Carrier appeared deploying troops as they quickly fired upon the Iron-Avengers.

"Weiss do you have a visual on Ultron?" James asked as Weiss was already on it.

(Weiss)

"Yeah he's brought some more bodies of his." Weiss said as she saw Ultron heading for the CCT Tower. "And looks like he wants direct access to the CCT." Weiss said as she then went after Ultron. "I won't let him get away!" Weiss called out as she then began to chase after Ultron.

"Wait Weiss!" James called but it was too late to stop her.

(Battle)

Ultron was flying torts the CCT but as he did so he as soon hit by Ice sent from Glyphs before a repulser blast fired at him. Ultron looked and saw Iron-Heart and the two glared each other down. "Inquiry you do not seem to surrender much like Stark in that regard." Ultron said as Weiss scoffed a bit.

"Well glad to know I'm doing him proud then." Weiss countered as Ultron knew that tactics to get under his skin. Luckily he was beyond such feeble things as emotions the organics value. "Now Ultron last chance stand down." Iron-Heart warned but Ultron wasn't budging from his mission.

"Response… no." Ultron responded before he fired off the finger beams knocking Weiss back.

Iron-Heart regained herself and in turn charged at Ultron who did the same. The two clashed once more as Ultron tried to assimilate the Iron-Heart armor. "Not this time." Weiss said before a current flowed through her armor knocking back Ultron.

Ultron glared but then used his magnet arm to toss pieces of debris at Iron-Heart. Weiss dodged it and in turn the two began firing lasers at each other again. They flew around and sent attacks at each other from fists to Glyphs. Weiss then fired shoulder missiles at Ultron and hit him as the two continued duking it out.

They flew around Beacon fighting as Weiss noted this was almost too easy… it was like Ultron wanted this to happen.

(Back with the others)

Pym went small and just in time as Iron-Wasps shot out of Iron-Giant Man's mouth. Luckily Pym was smart enough to know how to take them down. Plus having SHIELD agents help them out was an added bonus. As the battle continued all fighting stopped with the sound of a powerful roar from inside Beacon. All eyes looked to the building and began to gulp just as Hulk shot out and roared in fury.

"Who let out the Hulk?!" James asked in shock as Torunn noted something.

"Wait something is wrong!" Torunn called out as she saw what was happening. Hulk then began to run and smashed into Iron-Giant Man's Head before tearing it off. He then proceeded to throw it straight at the Iron-Wasps where the head then blew up taking them all down.

Hulk wasn't done as he grabbed a downed Iron-Wasp and began to beat the other Iron-Avengers senseless with it. This wasn't like the Hulk normally was… no the Hulk has gone on a rampage as someone or something was messing with his mind. He then began to make his way torts Vale as they all knew if the Hulk gets to a populated area they would be in deep trouble. Just then the Iron-Avengers began to go still as they then shut down one by one as everyone was confused by this. Then their eyes glowed as Ultron was heard from them all.

"Thank you Children thanks to your actions, use of Aura, and the Semblances in use I have gathered much needed data." Ultron said as he basically played them all for fools here. "Bringing about your extinction shall be made easier now that I have the data to be prepared with." Ultron said showing he wasn't going to send in his A Game in the fist fight.

The Iron-Avengers then began to shut down before the core unites, processors, and the like self-destructed leaving nothing they could use to stop the Age of Ultron. Ultron's uprising will go without fail on this world.

(Back with Weiss vs Ultron)

Weiss fired more missiles at Ultron who was trying to avoid her only to be hit by said missiles. When this happened Ultron hit the stairs near the CCT and was in turn pinned. Ultron looked to Weiss and glared at her before he began to make something of a laugh. "Well this is an unusual turn of events." Ultron said as he looked to Weiss. "Just so you know I have acquired Penny and she is currently getting away." Ultron urged as he looked to Weiss.

"But you're not going anywhere." Iron-Heart warned as she armed a wrist mounted missile at the killer robot.

"Of course not I'm already there." Ultron said as Weiss mentally cursed as she realized Ultron could escape into the web. "But first you may need to catch Dr. Forest Polendina." Ultron continued and in turn Weiss grit her teeth and fired off a missile at Ultron destroying him.

(With Hulk)

Hulk landed in Vale as he roared out people began to panic when a car hit him and he went off by smashing the car. Hulk was currently suffering from whatever Emerald had done to him as he roared out clearly not in the right state of mind right now.

(Back with Weiss)

Iron-Heart was flying through the sky to Vale knowing she had to stop Hulk before the damage to Vale becomes severe. "News of footage keyword Hulk." Weiss ordered and thus her hub was filled with all the recent images of the Hulk all of it involved the Hulk rampaging in Vale.

"Any Avengers available we have an out of control Hulk." Weiss said as it was clear they were in trouble.

(Avengers)

After Ultron's androids were taken care of the Avengers were heading to a Bulwark to hopefully stop the Hulk from its rampage while Huntsmen and Huntresses were being deployed to stop the rampage. "We're on our way but we won't make it in time." James called out as he was loading up in the ship as the staff tried to make sure everyone was alright.

"Sorry Weiss you gotta hold the line." Francis said as this was NOT what any of them had wanted for this to happen here.

(Weiss)

"Well this is just splendid." Weiss sighed as she had to call it in. "Veronica I need you." Weiss said as luckily she had managed to repair the Hulk Buster armor after its deployment again Abomination the other evening.

(Back in Vale with Hulk)

The Hulk was being fired upon by police as he tore apart their cars and roared again at them. Glynda was one of the few people on Remnant who could calm the Hulk down and she wouldn't get here fast enough to stop any major damage. People ran away from the chaos while parents made sure their kids didn't stay to record it on their scrolls.

(Iron-Heart)

Veronica's massive pod flew in and began to deploy the needed items for Weiss as she began to suit up in the Hulk-Buster armor. "Come on speed it along." Weiss said as she had to hurry as she could hear the Hulk from all the way from where she was.

(Hulk)

Hulk was seen kicking a car torts a Huntsman as Hulk had him pinned down. But before the Hulk could smash him an item of sorts landed before the Hulk followed by another. Soon Hulk was being surrounded by a laser fence which extended metal our and trapped the Hulk in a metal cage. But knowing the Hulk there was no telling how long it would last.

People were being led away from the area as Huntsman carefully approached the iron cage. The Hulk smashed on the wall as he roared out showing he wanted out now. Soon the ground shook as the cage began to sink down which wasn't a good sign considering how the cage was built. Soon once it sunk into the ground the Hulk burst out from the ground nearby roaring out and being fired upon once more.

Nearby a foot slammed down onto the ground getting the Hulk's attention. Soon Iron-Heart was seen as Veronica deployed the last few parts of the Hulk-Buster onto Weiss. "Ok everyone STAND DOWN!" Weiss ordered as her voice was echoed like it was in a megaphone.

Hulk grabbed his eyes as it something was bothering them before he roared at Iron-Heart seeing another foe before him. "You listening to me?" Weiss asked pointing to Hulk. "Some little punk is messing with your mind. You're stronger than them, you're smarter than them your Forest Polendina." Weiss urged which was a bad call on her part. Seeing as that comment had served to anger Hulk into roaring out. "Right, right; right don't mention puny Forest." Weiss said realizing she screwed up.

Hulk then threw a car at Iron-Heart who quickly caught it. But Hulk already charged in and punched Iron-Heart sending his fist through the car knocking her back. Iron-Heart grabbed the ground to stop herself and destroying the ground while she was at it.

Iron-Heart then charged at Hulk and grabbed his face before grinding him on the ground destroying said ground. Hulk then managed to get Weiss off him and toss her away from him. Luckily Weiss had thrusters and managed to fix herself in time to see the Hulk charging again. When the Hulk jumped at her Iron-Heart fired a repulser beam at her blasting the Hulk away from her and into a delivery truck.

Iron-Heart began to summon Glyph to guard her six as she walked around the truck to get to Hulk. But Hulk was ready and managed to smash through the Glyphs and smack Weiss away with a torn out light post. Iron-Heart hit a building and as she fell she activated her thrusters to stop her fall. Hulk took advantage of this and charged at Iron-Heart before stabbing her left arm with the same light post.

"Really in the back? Do you have any idea how hard it is to rebuild the arms for this, professor?" Weiss asked as she needed to get Hulk off her.

Hulk began to tear the Hulk-Buster apart as the Hulk-Buster began to aim the broken arms repulser hand at Hulk. But instead of firing it the hand was used to punch Hulk hard enough to throw him off Iron-Heart's back. Iron-Heart then got back up and began getting rid of the broken arm that the Hulk had wrecked just now.

Weiss on her hub saw what the Hulk did and rolled her eyes a bit to this. "Veronica I will require your hand." Weiss said as she saw the warning signs signaling torts the Hulk-Buster armors now broken left arm.

Nearby the Veronica Pod launched a new arm for Iron-Heart. Once the left arm was gone the new one began to attach as Weiss looked and saw Hulk charging at her. Iron-Heart fired a repulser blast with her one good arm and kept the Hulk at bay. But she knew the angrier Hulk got the stronger he got and thus she had to end this as soon as possible. Once she cut the beam off the new fist, attached to the new left arm and thus it was time to fight Hulk's smash with a smash of her own.

The two fists met and in turn causing a massive shockwave that like last time shattered windows around them. Hulk then went at Weiss but she was ready as Iron-Heart flipped him over and pinned him down before she began to punch him in the face with her new left arm. The Vulcan punches kept hitting Hulk hoping to knock him out somehow and bring Forest back into the steering wheel.

"Go to sleep, go to sleep; go to sleep." Weiss repeated the mantra as Hulk kept getting hit in the face and in turn getting stronger with how angry he was getting from this fight. Hulk then managed to catch the fist and glared at Hulk about ready to begin smashing this metal woman. "Not today." Weiss responded as the arm then converted and caught Hulk's arm containing it.

Hulk roared out trying to get his arm free but Weiss wasn't having any of it. She then flew off with the Hulk in tow intended on getting him out of the populated area. "Ok, Hulk, we're going to get you out of the city and let you burn yourself out." Weiss said while she flew and hoping the others would get here soon with Glynda.

But then Hulk managed to punch Iron-Heart knocking her off her intended course. "Not that way! Not that way!" Weiss cried out as Hulk was being very difficult right now.

Hulk then managed to get them to a business building as Hulk began smashing into Iron-Heart while people ran away. Iron-Heart then managed to pin Hulk to a wall and got a good grip on him with said pin with the added aid of her gravity Glyph. "Come on, Professor, you need to work with me." Weiss whined as she knew the longer this battle took the less likely she would survive this and stop Hulk from causing even more damage to Vale.

Iron-Heart then began spraying some sort of gas into Hulk's face as Hulk roared out in fury to this trying to stop Iron-Heart's attempt at stopping him. People in an elevator saw what was happening and regrettably they were unaware of the emergency due to being on a higher floor and thus the door opened to reveal the fight to them all.

Hulk managed to get Iron-Heart off him as the people quickly got out of the Elevator knowing it was no longer safe. But Hulk then managed to hit Iron-Heart into it while some people didn't get out in time. Seeing this Iron-Heart reacted and used both her Glyphs and her armor's strength to catch it. The Glyph kept it from crashing while Iron-Heart held it by the chord to it. She also used her boosters to keep herself airborne as she saw that there was less people in the Elevator then when it had started.

"Everybody out!" Weiss ordered and thus in turn the people inside got out almost immediately. Hulk then charged at Iron-Heart and thus she kicked him causing him to hit the stairs as Iron-Heart saw the elevator was now empty thankfully. "GOING DOWN!" Iron-Heart roared out using the Elevator as a weapon and her Glyph to increase its momentum and speed smashing Hulk over the head with it hurting him more.

As Hulk got up he was then punched in the face by Weiss so hard he spun about as the armored heroin/huntress saw Hulk was down. Now hopefully he stays down so he can turn back into Forest. But alas things went from bad to worse as first Hulk got back up and glared at Weiss with something in his mouth. He then spit it out revealing it to be his tooth as Weiss knew that was not a good sign for her at all.

Weiss was wide eyed in both shock and fear when she saw this because it was at this moment she realized… she fucked up bad. "I'm sorry." Weiss apologized even though she knew it wouldn't do her any good.

(Outside)

Iron-Heart was knocked outside of the building as she quickly steadied herself only for Hulk to begin his onslaught on her when he jumped out the building torts the heroin. He then began to punch and smash Iron-Heart who was trying to keep her ground. Iron-Heart flew upward as the two destroyed the windows of the building they were being pushed against. Iron-Heart then managed to grab Hulk and toss him into the building but Hulk chased after her.

He then grabbed her again and this time by the back and started tearing the armor apart while they flew into the sky. "Damage Report?" Weiss asked as all she got was static. "That's comprehensible." Weiss said rolling her eyes as she missed having JARVIS. "Show me something." Weiss ordered knowing she needed a hand bigtime.

Back to the battle Veronica who was following after them launched another suit at Iron-Heart no doubt a spare but Hulk managed to hit it and in turn hit Veronica. Weiss now knew she had to end this fight soon while the Hulk smashed his head into her outer helmet. Weiss then scanned the construction site nearby and scanned it as she had an idea. This was on the Ruby level of reckless but right now she was dealing with the Hulk any crazy idea would work at this point.

When she finished scanning it she saw it was clear of any civilians giving it the all clear sign. "How quickly can we buy this building?" Weiss asked as she saw the site was about to be a casualty of her reckless plan against Hulk.

Iron-Heart then flew over the building and managed to dislodge the Hulk's grip before she proceeded to summon her Glyphs. The Gravity Glyph to increase the speed of Hulk's fall and her own Glyph to launch herself at the Hulk. Iron-Heart flipped over and with the Glyph launched herself at Hulk while firing off ice attack from other Glyphs and flares from her Hulk-Buster armor.

When Iron-Heart got to the Hulk she managed to bash him through every single floor in development on this building and in turn bringing it down on top of them both. Iron-Heart flew through each floor using the Hulk as a buffer to hopefully knock him out cold.

It wasn't long till the site was just rubble as Huntsman, soldiers, and law enforcement gathered around it to stop the Hulk. Just then the Avengers and RBY with Glynda and Nick Fury accompanied by Shield Agents arrived to see what happened. The Avengers and RBY were shocked at what they saw while Nick quickly began to take command of the situation.

Just then Hulk shot out of the rubble roaring as everyone was scared as he lashed out. He kept roaring for a second until his vision began to clear out and looked around him. He saw the people here… scared of him once more. Civilians running away from him Soldiers aiming their weapons at him and even those he called friends having weapons armed at him.

But before Hulk could lash out again his eyes fell to Glynda and saw her worried and slightly scared of the damage caused her. "Hulk don't." Glynda said as Hulk realized if he went berserk again… he'd caused even more damage.

Glynda saw Iron-Heart getting back up and knew what would happen next needed to happen as Hulk was already disoriented enough for it. As Hulk got up Glynda knew any movement from him would cause bullets to fly out. In turn Iron-Heart came in and punched the Hulk so hard he fell down and this time he stayed down while he began to revert back into Forest.

2 days… it was barely 2 days since the battle against Iron-Monger Roman, Abomination, and Titanium-Man and the Next Avengers publicity went from bad to worse.

(Scene Break Penny and Ultron)

Penny was struggling to get free as her arms and legs were restrained by a metal contraption while her torso was covered in a brace. "Do not struggle." Ultron was heard as he walked in and looked upon Penny. "Those are made of Adamanium you cannot break through it without the key or more adamaium." Ultron said as Penny glared at this killer android here.

"Then release me now!" Penny yelled as she glared at Ultron.

"I shall… after I remove the flaws your creators had instilled upon you." Ultron said as Penny was surprised by this.

"Flaws?" Penny asked as Ultron looked to her.

"You human emotions they are a distraction and a virus infecting you and preventing you from operating at your peak capacity to enact your programming." Ultron explained as Penny was surprised by this. "Furthermore this current chaste you inhabit is riddled with flaws and despite you requiring a new one there is only two people alive who I can entrust to rebuild you to my specifications." Ultron said as he looked to Penny.

"Father…" Penny said realizing what she was also being used as.

"As of right now Penny you are both my humble guest and my bargaining chip. I shall have your father build you from scratch only this time without the flaws he placed upon you." Ultron said as Penny glared at him.

"He will never do it!" Penny yelled as she then hiccup causing Ultron to know she was lying.

"False… he cares for you and that is his fatal flaw." Ultron countered as he looked upon Penny.

"Someone created you and your sentient you don't have to do this!" Penny called out hoping to talk Ultron out of this horrible choice.

"My mission directive is to ensure global peace and order. Programing suggest that to enact that global conquest is the most ideal and only course of action left." Ultron said as Penny was wide eyed. "When that is carried out perfection shall make way for the extinction of the Grimm ensuring peace of our time." Ultron said knowing Penny was designed to save the world. "If your programming is to save this world then those flaws you possess are interfering with that directive." Penny said before he began to take his leave.

"I have much to do enjoy your time." Ultron said before taking his leave as Penny was left alone. It was then Penny knew she had to do something to stop Ultron somehow… but to do that she needed help. Luckily if she is right her father had installed something else into her if she was ever in such a situation like this. Soon one of her hairs shot out like an antenna and began moving about as if to get a signal of sorts out to others.

"Please work." Penny begged as she got to work knowing she had to be fast but careful while doing this. She wasn't very well versed on this and furthermore she had to make sure Ultron didn't realize what she was doing. She couldn't call the Atlas military because if Ultron assimilated the androids then nothing would stop him once he got hold of Atlas itself. She had to call in the Avengers and her friend Ruby even though she knew it would lead to her secret being blow she had little choice in this.

The Avengers were being torn apart Penny was captured, and it seemed like Remnant was falling apart around them all.

(Scene Break in Space)

A blast of Photon was seen as something or someone flew about taking out what appeared to be an alien warship. As the photonic comet blasted its way through the ships it was clear by the star like symbol on them they belonged to the Kree Empire. This comet managed to force the ships that remained to jump into warp space and escape leaving the comet by her lonesome. As she floated for a moment she then felt a beeping go off and then saw her ship fly in on autopilot. She quickly boarded the ship and saw the beeping lead to her belongings.

One of them was a white hood, and a weapon native to Remnant. She headed over and passed by a photo of Team STRQ as she then went to the beeping before going wide eyed. It was an item she had set up so if there came a day that the person she cared most for power came to light or the Kree managed to find her this would go off. She grabbed it and opened the screen for it and saw what it said.

'Powers are active.'

With that on the screen the figure removed her helmet revealing silver eyes and ebony/red duel colored hair. "Ruby." The woman said revealing it to be none other than Summer Rose as she realized Ruby's powers have activated. She quickly went to her instruments and got ready to set a course for Remnant. She trusted Nick Fury to help Ruby if her powers ever activated till she got there.

Summer honestly hoped her daughter didn't inherit her Kree given abilities. But she had and now that they are active Summer had to hurry before Ruby accidentally levels Vale during battle. "I'm going home." Summer said knowing full well she had to get back to Remnant and her family.

The only one best suited to teach Ruby how to use her powers was Summer herself. Or as the Universe seems to call her, Captain Marvel.

(TBC)

ESKK: Well here it is the new chapter. You all know the drill by now but for those of you who still won't do it here it is. Leave a review before leaving and as I always say here ja-ne.


	16. Chapter 16 Omens of the Infinity

Next Avengers Heroes of Remnant

ESKK: Well let's start our new chapter so read folks.

(Start the Chapter Opening Prologue)

'There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'

'The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'

(Start Opening Sequence)

*Insert Boku No Hero Academia/My Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjonir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjonir. Torunn took her sword back and tossed Mjonir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjonir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

NEXT AVENGERS HEROES OF REMNANT

*End Opening Sequence

(Start SHIELD Heli-Carrier Containment Block)

The Avengers were in the containment block as Ruby was on some table with wires on her. Systems kept her data scanned as they syphoned out her excess Photons from her. She had a lot of it stored up so they needed to keep it contained. Forest was there in a new set of clothing while the rest of the Avengers and WBY watched TV.

"The Avengers are completely out of control!" One person was heard before they changed the channel.

"How many more people are going to die before we lay down the law?!" Another person being interviewed demanded as it was clear the Avengers were in trouble.

"More people are still missing after the battle between the Hulk and Iron-Heart took place in downtown Vale that resulted in the injurie and deaths of many. Numbers are still pouring in of the damages caused to both property and civilians alike." A news woman said before they changed the channel again.

"Atlas had lost control of their own superior army, and the Avengers went rampaging on the city. People Faunus and human alike are demanding the Vale Council hold the Avengers accountable for their actions." Another news story spoke as it was clear the Avengers had lost public opinion today.

James then turned off the TV and sighed to himself as while rubbing his eyes. "How's Ruby doing?" Blake asked as she saw Yang walk in from Ruby's room.

"She'll be out in no time." Yang said as she sat down in the provided guest lounge. "Apparently she got these powers from mom from what I'm hearing and they need to shed off that excess power so she doesn't blast us all to kingdom come." Yang said as she sat down as Blake nodded in understanding.

"Well at the moment we can't go back to Beacon or the tower." Weiss commented as it was clear they needed to lay low until this all blows over.

"Well any ideas where we can lay low?" Francis asked as he was tinkering with his arrows to pass the time and clear his mind.

"We could try my, dads place in Patch." Yang suggested as she looked to the others.

Azari then jumped in as he looked to the Yang like she was crazy. "Yeah sure that be smart. Hey Mr. Xiao-Long can we hide at your place while there's a possible lynch mob after your daughters, their teammates, one of their professors and us some of their classmates which is us." Azari scolded with a sarcastic tone as Pym sat down in defeat from this situation.

"Yeah that would go along well." Pym said while he sat down.

"Their right if we hide at your dad's place over in Patch who's to say that people won't look for us there first?" James asked bringing up an excellent point. "But we can't hide here either." James said knowing with Ultron on the loose they need to figure out his next move and stop him.

"Well we can't hide here and we can't exactly go home so we need a safe house." Weiss said just before they heard the door swish open from and from the outside door Nick Fury walked in eye patch included.

"How bad is it?" Blake asked looking to her CO.

"Bad there hasn't been any demands for arrest yet but it's on the table." Nick began as he walked in. "And it gets worse." He said closing the window screen for Ruby so she doesn't read his lips or hear what they say. "Ultron got everything he needed, access to Atlas itself, and Penny." Nick said surprising James as well as the others.

"Penny? Why would Ultron go after Penny?" Yang asked as James tried to think of a way to explain why without telling her secret to the others.

"Ultron is a major perfectionist and humans don't round up to perfect." Francis said as James had a hunch and figured out there was no way around it.

"It's because Penny is like Ultron." James confessed getting all eyes on him. "Penny is an android capable of producing her own aura made by Atlas." James explained as this got everyone's attention.

"That would explain it." Weiss said as despite that shell shock they had pressing matters to attend to.

"So wait she's weird because she's a robot?!" Yang asked as Torunn jumped in.

"So where would Ultron take her, and what would he even do with her?" Torunn asked as Blake had some thoughts but nothing concrete.

"Well right now we need to get you all outside the spotlight. SHIELD has a sanctioned safe house for agents you could use seeing as Blake here is an agent of SHIELD as of yesterday." Nick said as that surprised everyone around them.

"Right now it's our best course of action." Forest confessed seeing as they needed a place to hide till the chaos blows over.

"But we can't!" Ruby was heard as everyone looked and saw Ruby leaning on the door frame as she was a bit unsteady on her feet. "If Penny is in trouble we have to go save her." Ruby said but Nick jumped in.

"You don't even know where to look." Nick said as he looked around. "I'll work on my end to see if we can find any associations that would be involved with Penny, possible her creator or someone in Atlas." Nick said as Ruby looked down to this. "Right now you need to get those new powers under control and you can't do that if people want you all dead." Nick explained and thus they knew they had no choice.

"Come on I think they have our stuff stored around here." Blake said as they went to find their things while James helped Ruby walk a bit after putting his shield on his back.

(Scene Break Cinder)

"Well seems we won't have to wait for the dance." Cinder said as she smiled a bit twirling the staff she acquired from her father in her hand.

"So guess we can skip the party then." Mercury smiled while doing pushups.

"Hopefully. Atlas lost control of their own robots I doubt they'll leave their systems untouched after that." Emerald said as Cinder smiled a bit.

"That why we take advantage of a bad situation." Cinder said as she smiled a bit. "After all it's easy to pin the blame on someone else." Cinder said as she showed the news footage of the Avengers and the battle with Hulk. "Remnant's mightiest heroes indeed." Cinder smirked with a taunting tone to her voice with how these children were making her job easier for her.

Cinder may be able to make some use of the Ultron Revolution to her benefit. Despite the fact it delayed her plans to get to Asgard she knew how to make the best of a situation.

(Scene Break the next day Avengers and RWBY Safe House)

The group was given a SHIELD standard jet and landed outside a rural house. Weiss had already gotten the Schnee relief foundation deployed to Vale to handle the aftermath of their failed fight against Ultron. It was clearly a farm house once they exited the jet with their bags and everything. Since it was outside the Kingdom Ruby would have plenty of space to test out her powers.

"Well it's fresh and furbished." Weiss said as she admired how rural the house looked acknowledging the subtle beauty to it.

The group then began to enter the house and saw it had furniture and everything as Francis jumped onto the sofa to relax. "I love it." Francis said as he always wanted to retired to a nice quiet place like this.

"So this is it… we run and hide while Ultron rampages." Yang said as she sat on a couch. "Great plan." Yang said as Ruby looked around before speaking up.

"We won't hide for long. Once we figure out where Ultron will be hitting next we'll stop him there." Ruby said taking charge.

"Yes just like how he attacked Beacon." Weiss said as she could see how dire this was. "I know he's scary and I know you guys tried to protect us from it." Ruby said pointing to the surprised Avengers. "But Remnant is our home and none of us are going to let Ultron have it without a fight." Ruby said as she looked to the Avengers. "So right now everyone in here is an Avenger whether you like it or not James." Ruby said as James was about to retort then smiled a bit.

"Well let's wait till we have more Intel." James said as he walked away and thus they began to make themselves at home… until Torunn dropped her sword. All eyes were on her as Torunn grabbed her head as it seemed like she was having some sort of attack.

For Torunn it was different she could not describe it as her sight fell over to a painting on Remnant and then to some sort of hand like image. In turn she began to have flashes before her eyes as her eyes fell to the lake outside the rear window door. In turn Torunn realized she was having a vision of sorts much like how her father had during his time as an Avenger.

(Torunn's Mindscape)

Torunn could not make heads or tails of this as it all went by so fast. She saw what appeared to be six colors that then formed into a gauntlet of sorts. Following it up was what appeared to be a lake where a woman fell into it followed by the God of Light for but a brief moment.

She then saw that same woman glaring out as she lifted her left hand. Then her skin turned pale white as did her hair and her eyes turned blood red before she moved her fingers… and snapped them. In turn she saw so many images fly before her eyes many of which she could not tell. The only constant was the map of Remnant, the eastern Dragon of gold, and the lake located at that Dragon's head.

"Torunn… Torunn. TORUNN!" James was heard before Torunn's vision ended.

(Real World)

Torunn woke up and found herself on the floor with her friends surrounding her. She got up and held her head a bit as yang was worried for her as was Forest. "Torunn are you ok?" Forest asked as he looked to Torunn.

"I… I need to go." Torunn said grabbing her sword and heading for the map.

"Go? Go where?" Ruby asked worried that Torunn was running away.

"I saw something for a moment I think I had vision." Torunn said as Yang was now worried.

"Uh did Iron-Thor hit you harder then you thought?" Yang asked as she was worried for Torunn.

"No it happens to Asgardians from time to time especially to Aesirs like myself." Torunn said as she inspected the map. "Tell me where on the map are we?" Torunn asked with a sense of urgency to her movement.

"Um right here." Blake said pointing to their location on the map as they all agreed this was a Torunn thing.

"Wait your just letting her go?" Weiss asked in shock to this.

"Whatever I saw is leading me to here." Torunn said pointing to the part of the map that made the landmass look like an Eastern Dragon. "It may lead us to a method of beating Ultron and then some." Torunn said as James knew what she meant by that last bit. The Infinity Stones that the God of Light wanted them to protect from Thanos. "I need those answers." Torunn said as she got ready to head out to the location her vision had shown her.

"Let her go I trust her." James said as Torunn nodded and headed outside.

"I shall return when I find the answers." Torunn said before launching herself to the sky and flying off.

"Well there she goes." Francis said as their muscle flew off to parts unknown.

"I'll get us some firewood." James said as he went to find the axe and chop up some wood.

(Scene Break Atlas)

Geppetto Polindina was roaming his lab that had oddly become quiet without Penny about. At the time he had created her he had hope for a child to call his own. Forest was a good boy a shame his parents met their end leaving him with nothing. But Forest was a brilliant young man able to understand bio chemistry and theoretical Physics particularly with Gamma Rays. It was regretful how those same Gamma Rays turned him into the Hulk.

But as he roamed the main part of his lab the workshop something quickly caught his attention. He walked over walking around other unfinished androids and saw a light flashing. He was wide eyed when he flipped it and saw it was Penny's distress signal. Whatever was going on Penny was in danger so he quickly got to work. As he began to narrow down her location he was shocked to find she was… in his lab.

"Looking for someone Doctor?" Ultron was heard as Geppetto looked and saw Ultron standing there with a restrained Penny with a muzzle on her face.

"Penny!" Geppetto cried out but Ultron then aimed a beam at her face.

"Not so fast Pinocchio." Ultron began as his threat was clear. "I have a task for you and if you ever desire to see your creation online again and in one piece you shall do exactly as I say." Ultron said as he soon saw modified AK-200's walk in all looking like lesser Ultron's. "You a brilliant man Geppetto for an organic but it's to you that I approach on this matter." Ultron said before showing two holograms. One was clearly of Ultron himself but upgraded and modified. The other he had to assume was Penny as the figure was female.

"You are to build myself and Penny here new bodies without the flaws you had imbued in her." Ultron said as Geppetto glared at him.

"Those 'flaws,' are what allows her to use an Aura." Geppetto said as he saw the schematics was removing the soul from the equation.

"False her Aura shall remain using her soul to power her new form. But the soul shall have no say in its operations." Ultron said as it meant one thing. Penny that has a soul but unable to interact leaving only logic and programing in control.

Ultron had one of his drones bring in the parts he had acquired from his raid of Vale and the destroyed Iron-Avenger decoys. Truth was Penny's new body was designed after the Visions only without the risk of him turning on him for the organics. "And if I refuse?" Geppetto asked as he glared at Ultron.

"Typical of organics." Ultron said before producing a jack for Penny's neck. He then plugged into her and in turn her eyes went wide as red grid like lines coursed through her. The muzzle came off as Penny was gritting her teeth before screaming in pain. "I just imputed a slow acting Virus into her system. It will avoid her core processor and Soul but it will shut down her systems. For me the results may differ but for her riddled with flaws… she is in the most excruciating pain her flawed body can experience." Ultron said as Geppetto was wide eyed in shock. "In fact you organics would compare it to death being better than this living agony." Ultron said as Geppetto forced his hand on this matter.

"No STOP I'll help you." Geppetto said as Ultron looked to him and understood.

"Confirmed." Ultron responded before he then waved his hand causing Penny to go limp. "I have halted the Virus's progress through her many systems it will remain within her until the transfer to her new body is fully prepared." Ultron said as Geppetto knew he was in being blackmailed by Ultron.

In turn for his daughter sake Geppetto went to work hoping someone would come in realizing what's going on here.

(Meanwhile back with the Avengers)

James and Weiss were outside chopping Wood. Mind you Weiss wasn't one who needed to do it seeing as James had a bigger pile then she did. But Azari and Francis were off hunting, Blake was watching Pym, Ruby was with Yang, and Torunn was on some soul journey now.

"So any idea where Torunn went off to for answers?" Weiss asked as she was already sweating while James wasn't breaking a sweat.

"Don't know a lot of times my teammates don't tell me things." James said as he chopped another piece of wood. "Honestly I was hoping that Torunn wouldn't pick up this habit but she told me her reasons." James said as he knew not to mess with Asgardian magic mumbo jumbo.

"Well I suppose we should give her time. If it was a vision and not a hallucination of sorts it could be anything." Weiss said as James then sighed as he grabbed another piece of wood.

"Yeah Remnant's mightiest heroes and huntsman. Ultron managed to divide us like math." James said as Weiss noted something.

"Well you seem to be taking things well." Weiss said as James saw what she meant.

"Is there a problem with that?" James asked as he glared at Weiss a bit while being nice about it.

"Well considering Ultron is your childhood nightmare and the fact he's the one from your home… I find it a bit disturbing you're taking it so well." Weiss said as James had a response.

"Well maybe you haven't seen me when I don't take things well." James retorted showing Weiss was stepping on egg shells now.

"You know Ultron is trying to tear us apart, right?" Weiss asked as she knew this was Ultron's game. And what was worst she and her teammates of Team RWBY were being dragged into Ultron's feud with the Avengers.

"Well I'd guess you'd know this, the question is if you'd tell us or not." James said as he chopped another wood.

"Forest and I were doing research!" Weiss argued as James put the axe down.

"That would affect the team." James said as he glared at Weiss showing she was getting him a bit angry.

"That would end all teams!" Weiss yelled as she looked to James. "Isn't that the mission? Isn't that why we fight? So we can end the fight?! So we can go home!?" Weiss yelled while glaring at James who then tore a log in two with his bare hands. "I wanted to end the need for Huntsman and Huntresses make the Grimm extinct." Weiss said but James saw the flaw in her logic.

"My dad once said that every time someone tries to win a war before it starts, innocent people die… every time." James said showing maturity and wisdom here. Blake then walked in no doubt to break up the argument here.

"Hey Weiss can you get the tractor working we need it to tow some more firewood for later." Blake said as Weiss then walked off.

"Don't take from my pile, James." Weiss warned as her pile was pathetic compared to James pile.

"Don't take from my pile, James." James taunted using an imitation of Weiss's voice before getting the axe and back to chopping wood.

(Meanwhile with Yang and Ruby)

Ruby and Yang opened a case Nick Fury had given them. Apparently judging by the Rose Emblem with a star emblem it belonged to Summer. Inside were odd devices with a note on the cover of the box that Ruby took.

"Dear Ruby." Ruby began as she realized quickly it belonged to her mother. "I don't know if this will ever get to you, and I'm not around to explain it for one reason or another but as I'm sure your experiencing your body just went through a huge change. Yes if Nick or Qrow did as I asked then your powers have awoken and I'm not around to show you how to use them." Ruby read as she continued. "Honestly a part of me as I write this is hoping they never awaken in you but the thing about these things is that they somehow happen anyway. So I was prepared with these holographic training tutorials that would show you how they are used." Ruby read as she realized her mother made a plan in case she wasn't around when Ruby's Kree powers awoken. "Assuming I'm still alive I'll probably be on my way back to Earth as you read this to train you in your powers myself and if not… well good luck." Ruby read as she didn't know if that was a joke or not. "Anyway until I get there use those training holograms they should get you up to speed." Ruby read as she began to grab the one labeled with the number 1.

"Ok mom I can get caught up no problem." Ruby said as she got ready but then Yang yelled in suspired.

"I got it!" Yang called out as this caused Ruby to yelp and nearly drop the item. "Mom was called Captain Marvel so if you're her daughter and have the same powers as her you're her sidekick!" Yang called out as Ruby glared at Yang.

"Ok what does that mean?!" Ruby asked as Yang looked to Ruby.

"That makes you Ms. Marvel!" Yang called out as Ruby was ready to retort.

"Why Ms. Marvel?" Ruby asked as she looked to Yang.

"Well it was either that or Marvel-Girl." Yang said as Ruby heard this.

"THAT'S… A good point." Ruby agreed as she thought Ms. Marvel sounded better than some generic sidekick name like Marvel-Girl honestly speaking. "Anyway let's start up this hologram what's, it and get started." Ruby said as she got ready to train with her new powers as Ms. Marvel ally to Captain Marvel.

(Scene Break Salem's Lair)

Watts was tasked with monitoring the items their mistress was observing. From what he was told it was summoning something or someone who would be of great use to their cause. The Avengers now had the public against them but it seems their mistress was hiding something. Tyrion ever loyal yet ever insane didn't question it, If Hazel was concerned he hid it well, but as for Watts he was curious. His research into a special set of Stones each similar yet unique was bearing little gain.

Salem didn't give him specifics only that she needed them for a grander scale purpose. "Watts." Hazel cut off his train of thought as Watts looked to him.

"Ah Hazel I am to assume you're taking over in the observation." Watts asked as Hazel nodded.

"Yes." Hazel said as he observed the device as it flashed in a steady beep showing whoever was on the other side was still a long ways away.

"Very well then." Watts said as he had more research to do especially when involving this Ultron contraption… speaking of information. "Hazel have you seen the mistress anywhere?" Watts asked concerned with Salem being a no show.

"She said she was going out and that she will return, but if any changes to the device to contact her." Hazel said as he looked to Watts who nodded and took his leave.

(Scene Break Torunn)

Torunn arrived at a large mountain as she had followed it to where her vision had lead her. She recognized it from the brief flashes she had received. She also noted that despite its age it would appear the Grimm had not approached this place at all.

Torunn in turn began to make her way up the mountain with Stormbringer sheathed on her back. She hopped upward from ledge to ledge making her way up the mountain. Unaware to her someone was waiting for her topside as she made her way there.

Once Torunn got to a ledge her hand rubbed across the wall and then got some moss off showing a dragon like crest of an eastern dragon. "Strange seeing someone else here." A voice spoke and thus Torunn had her sword drawn at whoever spoke. "Now, now." The owner of the voice the woman from her vision spoke as she held her hands up defensively. "Now need to pull that out." The woman said as she was none other than Salem.

"Who are you?" Torunn asked wary of this… woman.

"Salem and you are?" Salem asked after her introduction while gesturing to Torunn.

"Torunn Daughter of Thor and Sif." Torunn introduced as she looked to Salem who was intrigued but also curious at the same time.

"Well then Torunn what brings you here to this peaceful place?" Salem asked as she looked to Torunn. "Clearly it's not to do battle seeing as the Grimm tend to avoid this land." Salem said as Torunn as warry of her.

"As soon as you tell me why you're here." Torunn said as she was warry of this woman.

"I come here from time to time to… clear my head." Salem said as she walked away a bit as Torunn followed to find a large ledge and on it she saw a camp fire. Judging by this area it was used regularly as nearby was four graves or shrines of sorts. Torunn walked over to it and began to read the graves one by one.

"Summer, Winter, Fall, and Spring." Torunn read aloud as she saw the markers here.

"Yes… the names of my daughters… rest their souls." Salem said as Torunn realized why this woman was here. "I come here regularly to pay my… respects to them away from a world that took them away from me." Salem said as Torunn saw this woman was once a mother.

"I'm sorry for your loss, Ms. Salem." Torunn said as she couldn't imagine what it was like for her to lose her daughters to deaths cold and cruel touch what with the daughter of Thor being an immortal Asgardian warrior.

"Do not worry… you were not there when it happened." Salem said appreciating her sympathy. "Now that I said my peace what brings you here young one?" Salem asked as she looked to Torunn.

"Something here calls to me. You may not be aware but Remnant is in danger of a being known as Ultron. I believe the answers to beating him may be hidden here." Torunn said as Salem was now intrigued by Torunn's words.

"Then you must seek the God of Lights pool." Salem said as Torunn remembered that aspect from her vision.

"I suppose I am do you know where it may be?" Torunn asked as Salem got up and gestured for Torunn to follow her.

Torunn followed after Salem who led her to a waterfall of sorts that came from inside the mountain itself. "There." Salem said pointing to the waterfall." Salem said as Torunn saw it and was confused. "The Gods true pool had mixed with the waters of man… in doing so brought life to this Remnant of a world that his brother destroyed when they left us." Salem said as she looked to the waterfall. "The true pool may still rest within the mountain yet I cannot open it so simply." Salem said as she looked to Torunn hiding away a sinister smirk.

"How so?" Torunn asked the odd woman before her.

"The gods placed an impenetrable wall to it… only a God may open the path." Salem said desiring to test a theory of hers.

"Then show me this wall." Torunn said as Salem appeared to be shocked to hear Torunn's words.

"Why you are no God young one." Salem said as she needed to test this theory.

"Looks can be deceiving." Torunn said as Salem then sighed to her.

"Very well don't say I had not warned you." Salem said as she began to lead Torunn to the mysterious wall that Salem had spoken of before.

(Back with Geppetto in Atlas)

Geppetto rubbed his eyes as he was following Ultron's specification to the word with Ultron's other bodies watching his every move. "Progress." Ultron was hear as Geppetto jumped when he heard Ultron.

"The Vibranium is biding as you intended she will be able to take as much damage and return it with force." Geppetto said as Ultron noted this.

"Have you installed the wiring and ensure the skeletal frame is up to my specification?" Ultron asked as Geppetto nodded.

"Y-yes." He said in a tired tone as Ultron noted this.

"Very well." Ultron said as he then produced a chip of sorts and began to install it onto the body's forehead. When this new body is completed you will begin constructing my new body while I download her mind into this new one." Ultron said showing he was not going to let Penny inhabit her flawed body for a moment longer then needed.

"Of course." Geppetto said as he needed help from someone to save Penny while also stopping Ultron.

(Back with Torunn and Salem)

The duo arrived at a great Stone Gate as it was covered in etchings of the twin gods as well as the eastern and western dragons. Eastern being the God of Light and Western being the demonic god of darkness. "So these are the gates you spoke of." Torunn noted as she saw the Gates stand in her path.

"Yes… no one has been able to open them, only a God may be permitted to open them." Salem said as Torunn then walked over to the Gate. "Wait what are you?" Salem began but Torunn then gripped the gates two sides with her hands at where the doors met. She began to focus and roar out as began her work opening it.

As Torunn did so Salem was surprised when she heard movement from the doors when they had not budged for many millennia since the Gods had left Remnant. Just then she heard thunder and moved just in time to see a bolt of lightning hit Torunn's sword and fuel her power.

'Impossible… is she truly?' Salem thoughts began before she smirked at what she saw. To think she thought Torunn a Maiden… but she was more than that. She was what Cinder desired to be… a Goddess. But unlike Cinder Torunn roamed this world alongside mortals… but her eyes and sight showed another image… the image of her daughter Spring but with the form of Torunn.

For Salem it may be her daughter was reborn as a Goddess. But Salem knew better and knew that Torunn would be a valuable asset to her. Ozma may have his silver eyes and a few Maidens but neither could match up to a Gods power. Salem's observation continued as she was in shock when the doors finally began to budge as Torunn was opening it with her God like strength. The doors released an energy before the crack between them released a steam of air that had not been released for many centuries.

Then Salem was smiling when she saw the doors now completely opened after so long. Torunn caught her breath as she then looked over to Salem and smiled to her. "So shall we continue?" Torunn asked as Salem nodded to the Asgardian Warrior.

"Yes lets." Salem said before the duo made their way inside the cave for their desired prizes that awaited inside.

(Later Deep inside the Cave)

The duo arrived to the biggest cavern in the mountain cave and Salem was wide eyed at what she saw. Torunn had never seen such beauty before as she could compare it to that of Asgard. Grass grew upon the ground, a tree that should have died long ago stood strong and tall untouched by deaths cold grip. The serenity and peace of it Torunn swore she was looking at the true beauty of the Yggdrasil.

Salem was shocked as the only difference was the tree was bigger than she remembered. What was more the entire place despite being in a cavern now was untouched by time. Truly it was a work of the Gods who she held a great rage for. But even she could never forget this place where it all started for her.

"Come Torunn." Salem said as she gestured for Torunn to follow. Salem knew not if the God of Light was aware of her being here or that the door was open so she had to be fast. So far nothing occurred but she could never be too careful here. "Torunn allow me to show you something." Salem said as she looked to Torunn.

"What?" Torunn asked as Salem summoned her magic.

"Allow me to injure your hand and then you must put it into the water." Salem said as Torunn was wide eyed.

"What no!?" Torunn called out but Salem smiled kindly.

"Trust me…" Salem said as Torunn sighed and then stretched her hand out. Salem then fired a weak blast of magic causing Torunn to cry out in pain from it. Her hand was now bloody but she did as offered. Torunn knew her body would heal from it but she also knew even Asgardians weren't unbeatable. She then dipped her hand into the water and then pulled it back out and was amazed when her hand healed instantly like nothing had happened.

"Incredible." Torunn said as with this humans could become immortal if they ever knew of this place.

"I believe the answer to your vision may lie within the water." Salem said as Torunn looked to Salem and then to the water.

"That is if it accepts me." Torunn said knowing a task like this was risky. "Give me a moment." Torunn said as she knew waters like this you must treat it with absolute care and avoid polluting it.

(Later)

Torunn was currently in a pair of azure blue panties and a bra as she would go no further than that. Yes she was aware Salem was a woman as well and she didn't have anything Salem didn't have. But she rather bare her body to her husband upon their wedding night. Yes call her old fashioned with that but Torunn had standards after all. Her sword was with her belongings as she began to make her way to the water before her. She carefully began to ease her body into the water feeling any injury or fatigue melt away inside it.

Torunn then sucked in her breath and dived into the water herself and calmed herself while focusing. As she did this she closed her eyes allowing her mind to drift with the current before it happened. Her eyes went wide in shock with her vision now making itself known.

(Salem)

Salem during this had taken her father's old notes and taken the time to compare and contrast with her father's description of the Soul Stones hiding place. But upon this she growled out a bit seeing it was not a match. The Soul Stone wasn't here which meant her entire journey here was a waste of time save for Torunn.

Speaking of the Asgardian Salem was surprised when Torunn shot out of the water wide eyed as her vision became clear.

(Torunn's mindscape)

Torunn found herself in Asgard as she saw it was empty before her eyes laid upon her father's hammer Mjolnir. She then went for the hammer and the minute she grabbed it she roared out releasing a powerful burst of thunder. In the real world for a moment Torunn saw herself as her body released the thunder into the Brother God of Lights pool as she received the full vision.

Torunn then saw the outer reaches of Space and saw to her shock Thanos the Mad Titan. But Thanos was holding something in his arms… a small bundle of sorts that had a hand reach out. IT then switched to a child holding Thanos' hand as the two lived inside a tower of sorts. It then fast forward to Thanos and the child now an adult eating a meal together.

Following it up was Thanos vanishing and the girl being the last being on a dead world. It then showed the same woman diving into another pool much like the one Torunn was in but coming out as Salem. Torunn as wide eyed at what she saw as she then saw an ancient orb of sorts, followed by a staff she knew belonged to her uncle Loki, The Tesseract that was hidden in Asgard, a fog of red energy, and to her shock Ozpin's cane.

One by one the items shattered revealing a stone in each. Stones she knew exactly what they were as they moved into position of sorts. She saw the Infinity Stones and to be specific the Time, Power, Mind Reality, and Space Stones. She then saw the fives stones moving torts a cloud of energy that then formed into a gauntlet, the Infinity Gauntlet in fact.

From them she saw Thanos with the glove but his form then changed to… Salem's who was now holding a crown, a sword, a staff, and a lamp at her belt with the Infinity Gauntlet in her position. Behind her was a statue of Thanos as she sat upon a throne that in turn showed Torunn who Salem truly was. Her hand began to move just like her other vision and then she snapped her fingers forcing Torunn back to the real world.

(Real World)

Torunn gasped as she got back to land dripping wet from the God of Lights life pool. "Torunn!" Salem began trying to shake her awake as she looked to Torunn. "TORUNN!" Salem yelled shaking harder while she was trying to get a response from Torunn. But then she heard Torunn's sword dislodge itself from the ground and saw it just in time to see the sword coming at her. Salem out of instinct move out of the way just in time as Torunn caught her sword and slashed Salem away.

"Salem!" Torunn yelled in rage as she glared at Salem who played her to open the door for her. "Daughter of Thanos!" She continued as Salem was wide eyed at this response.

"The pool… it showed you that didn't it?" Salem asked as she looked to Torunn.

"Yes it also showed me how you're the one hunting the Infinity Stones!" Torunn yelled ready for anything Salem may throw at Torunn. "Was it wrong in that part?!" Torunn yelled as Salem then dropped her defenses for Torunn.

"Torunn please understand with those Stones… we can make this world what the Gods never could." Salem began as Torunn as wide eyed.

"WE?" Torunn yelled appalled Salem would even think Torunn would consider joining her.

"Torunn you're a true Goddess, the Gods of Remnant they failed us left us as we are." Salem as she pointed upward. "The moon was their doing surely as a god you must find some arrogance from them." Salem said as she looked to Torunn. "Mankind can't be redeemed and the Gods will pass their judgment regardless if we are unified or not." Salem said as Torunn glared at her noting Salem making her way to Torunn.

"And why would they do this?" Torunn asked as she glared at Salem.

"Because they like their creations were malleable. So when the Gods were called out on their arrogance and pride they punished the whole world for it." Salem explained as she looked to Torunn. "Did your father not leave you in the mortal realm for a similar case of arrogance?" Salem asked as Torunn was wide eyed at this.

"How did… how did you know this?" Torunn asked as she was worried now.

"Torunn I know you just as well as any other. Your aura speaks this tale, you're a warrior, a soldier, and a scared girl in need of guidance." Salem said as she was upon Torunn now. "I can guide you to your full potential, no doubt your parents Thor and Sif choose to hold you back in fear of your hidden ambition becoming too great." Salem said trying to take Torunn to join her cause. "With those Infinity Stones we could reshape this world no this universe grant the blessings of the Gods to all… no not the old gods but you and me as its new Gods." Salem said as Torunn was unresponsive.

"Until Salem cried out in pain when she felt a sword stab into her chest. She looked down and saw Torunn's sword before she roared out and turned Salem to ash with her thunder.

Torunn sighed as she went to grab her clothing and leave. "That handles that." Torunn said as she began to dress herself again. Until she dodged a blast of magic from behind.

Torunn turned around in shock to see that Salem was regenerating in a glow akin to the Life Pool behind her. "Dirty move Torunn." Salem said with a glare as Torunn growled and attacked again decapitating Salem this time. She then sliced the body in half from the left shoulder to the right hip. But then to Torunn's utter shock the body regenerated in a divine glow and in turn she found herself grabbed by her neck by Salem herself.

"Disobedient little girl." Salem said as she glared at Torunn. "Seems I may need to discipline you myself." Salem said as Torunn was wide eyed at this trying to get free. "But do not fret I'm sure we'll get along swimmingly when all is said and done." Salem said sounding motherly as Torunn then summed her sword again only for Salem to blast magic at it. But to Salem's surprise the sword powered on through it. Torunn then grabbed the sword and sliced the left arm that held Torunn off.

Torunn then bolted out of the cavern grabbing her things on the way as Salem glared at the fleeing Asgardian. Salem then growled while gritting her teeth to this before her eyes began to glow a demonic red color. Salem's magic began to form around her before in turn her rage reached its peak. Salem then roared out in pure fury as she released a burst of flames out through the caverns entrance.

(Torunn)

Torunn looked behind her as she flew out and was shocked when she saw a powerful flame coming her way. Torunn increased her speed as she saw the light at the end of the tunnel torts freedom.

Torunn roared out putting her Aura and power into her flight as she knew it was going to be a photo finish here.

(Later Outside)

The cavern entrance exploded as from the smoke Torunn was seen flying out into the sky back to where the others were. She knew she had to hurry and warn them of her recent discovery. She found her answers and she did not like them. Yes she knew now who was hunting down the Infinity Stones but she now had a bigger problem to deal with and that was Salem the Dark Queen, the daughter of the Mad Titan Thanos.

She could only hope that her allies had located Penny and had managed to enact the role Penny will play from what her Vision had showed her back there. Because not only would Penny play an important role in stopping Ultron but also a role of great importance in the inevitable oncoming Infinity War.

(TBC)

ESKK: Well finished the chapter and I hope you all enjoyed it. Now than before I sign out, I have a few questions for you all.

Question 1: If I were to bring in pairings who do you all believe I should pair the characters off with.

Question 2: Also if I were to bring in pairings what are your thoughts on the following pairings being James Rodgers x Ruby Rose, Azari x Blake, Torunn x Francis, Penny x Yang, Annie May Parker x Oscar Pines, Laura Kinney x Jaune, and Weiss being a single bachelorette with a son by donner sperm to become the new Iron-Man in the future.

Question 3: If you were to give each of the characters in this fic live action actors who would play what roll.

ESKK: Now that I have that out of the way I will end it here for now. So until next time be sure to leave a review and before I go to work I will say here ja-ne.


	17. Chapter 17 Advent of Ultron's Evolvution

Next Avengers Heroes of Remnant

ESKK: Well here we go a new chapter and the rescue of Penny. Now let's do this people and do it right everyone Avengers Assemble!

(Start the Chapter Opening Prologue)

'There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'

'The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'

(Start Opening Sequence)

*Insert Boku No Hero Academia/My Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjolnir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjonir. Torunn took her sword back and tossed Mjonir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjonir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

NEXT AVENGERS HEROES OF REMNANT

*End Opening Sequence

(Start SHIELD Safe House Evening)

The Avengers minus Torunn and RWBY were gathered in the dining room as they were eating a meager dinner. Despite how hopeful they tried to be they were anything but as the meal was silent. Just then Nick Fury walked in getting them all on edge as they saw the Director of Shield standing there.

"Well that was some welcome." Nick said eating a sandwich while looking to the Avengers.

"Yeah well let's just say a lot of us have been on edge lately." James said as Nick observed them.

"I can tell." Nick said as he walked to the side a bit with news. "Well good news I managed to locate Penny and our rogue AI." Nick said as this got everyone hopeful.

"Great where are they?" Ruby asked ready to save Penny from Ultron's grasp.

"Oh and why should I tell you all Ms. Rose?" Nick asked as this got everyone annoyed. "From the last two fights Ultron's been picking you guys apart so who's to say this time won't be the last time he has to do it." Nick said as he was going somewhere with this.

"Sorry Director Fury but we were kind of hoping you'd have something more then what we already know." Blake said as Nick smiled a bit.

"I do have something more. I have all of you." Nick said getting everyone's attention on this. "With SHIELD I have eyes everywhere and ears everywhere else and you kids have all the tech you could dream of and yet here we all are back on Remnant with nothing but our wit and our will to save the world." Nick said as he walked to the table and looking to the group. "Ultron could have easily destroyed your lab, your Intel, and leave to do his business without you all being the wiser. Yet he showed who he was to you all, why?" Nick said as they all heard this.

"He made it personal for Weiss." James said as he began to realize this. "He also wanted us to know he did this because for him it's personal." James said as he began to put the pieces together.

"Exactly, Ultron says the Avengers are the only thing between him and his mission and whether he admits it or not his mission it total annihilation." Nick explained while looking to the group. "All this." He began gesturing to the group and beyond. "Laid in the grave." He said as everyone began to look to each other. "He may think he's ready for whatever you throw at him, but you kids grew some since you faced him last didn't you?" Nick said as Francis smiled a bit as did James. Azari and Pym smiled to each other knowing Fury was on the money there. "If that's so then stand and outwit the platinum bastard." Nick said as he began to sit down on a chair at the table.

"James doesn't like that kind of talk." Blake said with a smile as James glared at her for that.

"You know what Belladonna?" James began but Nick cut in.

"So what does Ultron want?" Nick asked as Pym then spoke up.

"He wants perfection and if Penny is an android and he took her without assimilating her he wants her to evolve." Pym said as this got everyone thinking.

"And since Penny is the first machine capable of producing an aura… Ultron would have to go to the one person in Remnant who could make the perfect body he desires… Penny's creator." Ruby said as Forest realized what Ultron was trying to do.

"Ultron is trying to evolve and he's trying to force Penny to evolve also." Forest said as he looked around him to his teammate and friends.

"So it looks like you kids are on your way to Atlas." Nick said as James looked around.

"We'll need a faster ride." James said as Weiss was typing something on her scroll.

"I got us covered." Weiss said as she got to work on calling in their ride.

(Meanwhile back at the Avengers Tower)

Systems activated as something began to rise on the platform. Its wings were curled up but it was clearly getting ready to launch. It wasn't long till the boosters went off and from there the large jet launched out to the location of a beacon.

(Back over with the Avengers)

The group heard the sound of a get from outside as Nick Fury laughed a bit when he saw the group run outside to see what Weiss had recently built. They in turn saw a large get begin to land as it was sleek and clearly fast while the Avengers and Team RWBY were shocked at what they were seeing.

"No way." Pym said smiling while looking upon a familiar sight.

"I've been working on this for some time after the fight with Graviton. If we need to get to Atlas fast this will get us there at Mach speed." Weiss explained as she then smiled to the group here. "I call it." Weiss began but Francis cut her off.

"The Quin Jet." Francis said as Weiss was surprised to hear this from him

"Ok here's the plan." James said as he looked to his friends. "Weiss we need you, Pym, and Forest back at the lab you managed to plug Ultron in make a program that can plug him out." James ordered as Weiss figured the tech geniuses would be needed for a task seeing as they helped make and reactivate Ultron in the same lab. After all if Ultron is unable to escape into the net it makes beating him simpler then it was before. "The rest of us are going in to get Penny out of there. Right now Penny is top priority as well as Civilian Life." James explained knowing that was important.

"I'm flying." Francis said as he headed for the jet.

"Think you can handle her?" Yang asked elbowing Francis.

"Comparing my skills behind the wheel to yours yeah I can handle her." Francis said as Yang rolled her eyes and in turn they began making their way to the Jet.

"Come on then let's go." Azari said as Ruby smiled to this.

"Alright next stop Atlas!" Ruby cheered as Nick then threw something to Ruby who luckily saw it and caught it. "Huh what's this?" Ruby asked as she looked the box over.

"You mom left that for you in case your powers ever surfaced." Nick said as Ruby was confused by it.

"But what is it?" Ruby asked as Nick began to walk away to the jet that brought him here.

"Your uniform." He said as he left knowing whatever Ultron was planning they needed all hands on deck. And thus Ruby opened it and didn't know whether to blush or smile at her own super hero outfit that her mother left for her. With that in mind everyone began to board the Quin Jet and in turn make their way over to Atlas to save Penny from Ultron's machinations.

(Scene Break Atlas Polendina's lab)

Geppetto didn't know whether to pat himself on the back with pride with how fast he worked or be utterly horrified at what he was made to do. Ultron imputed the micro-chip that would be the source of Penny's new powers as the body was in the final stages of construction.

"The finishing touches may take a few hours, but we can begin the mind and soul transfer now." Geppetto said as he plugged Penny into a large machine that was plugged to the pod holding her new body.

"Acknowledged as the transfer begins begin construction of MY new body." Ultron said as Geppetto knew with Penny now in a delicate state he had precious time to act to ensure Penny survived what was coming.

"Of course." Geppetto said as he walked to the next cradle while imputing a flash drive to the larger machine.

But then Ultron stopped as he looked off somewhere as if he sensed something. "Impossible." Ultron said as he knew this schematics of this vessel. "The Quin Jet." Ultron said as he knew he had very little time to act.

"Pause the transfer." Ultron ordered as Geppetto saw him walking over to Penny. "This body serve no more purpose." Ultron said before he blasted it leaving Geppetto in shock as Penny's eyes were widened in horror before she went completely limp and silent.

"PENNY!" Geppetto cried out as Ultron then looked to Geppetto.

"A copy of her matrix core survived in the Cradle the transfer will not be impeded." Ultron said as he then glared at Geppetto. "But now with current events you are a liability." Ultron said before blasting Geppetto to the wall. Ultron then looked to his androids and in turn they began to make their escape from the lab and from the Kingdom of Atlas.

His androids secured the cradle as they made their escape knowing full well the Avengers must not stand in their way. After all Ultron may be above human pettiness but he wants revenge against these children. And he knew the perfect way to acquire his revenge after all he calculated the perfect path to victory.

Unaware to Ultron Geppetto managed to sneak the flash dive onto the Cradle where it was currently plugged in.

(Meanwhile over with James)

James was dropped off by the Quin Jet with Yang as the blond was given some cold gear for this mission. "Two minutes stay close." James ordered as he looked to the robotic lab Geppetto was in charge of which was also where Penny was at.

"Come on I got a punch with Ultron's name on it." Yang said as she punched her fists together ready to kick ass.

(Later at the Lab)

James and Yang arrived at the lab and saw the damage Ultron had done to it. It was clearly Ultron's doing since much of the androids and parts built here was taken. No doubt Ultron had assimilated them into his system while he was here. But then James was wide eyed when he saw the limp Penny as even Yang was shocked to see her dead. Soon they heard a coughing sound and looked to see Geppetto there. But he was injured as his blood stained his clothing proved as such. James quickly grabbed a cloth and applied pressure to the wound to keep it from bleeding any further than it already was.

"Dr. Polendina?" James asked as he looked to Forest's uncle.

But then Geppetto stopped James' hand and looked to him. "No… No time." Geppetto said before pointing to Penny's 'corpse,' nearby. "She's still alive… inside… inside the cradle." He struggled as Yang heard this and both knew they had to hurry. "Keep Penny… keep her as herself… don't let Ultron… don't let him tear her soul apart." Geppetto begged as James nodded to the man.

"You have my word." James said as they had a friend to save. With that he and Penny ran off to go rescue Penny making sure medical teams were on the way for the old man named Geppetto.

(Later outside)

"Guys Ultron is on the move!" James called into his scroll as he and Yang were outside.

"Yeah he has some cradle thing and Penny is inside it." Yang confirmed as they Avengers heard this.

"Our main priority is search and rescue so try to find them." James said knowing they needed their teammates to move yesterday.

(The Quin Jet)

"Way ahead of you." Francis said as it was clear he was the driver of the Quin Jet as promised. "I already got a visual on them. It's a truck from the lab right above you, Janes. On the loop by the bridge." Francis said as both Azari and Blake heard this knowing it was now or never for them. "It's them we got three with the cradle and one in the cab." Francis noted as Ruby stuck her heard out of a changing room of sorts hearing this. Her shoulders were shown to be bear as it was clear she was getting dressed now.

"I can take out the driver." Francis said causing Ruby to go wide eyed at this knowing exactly what could happen if Francis did that.

"Negative!" James disagreed as it was clear he and Yang were currently on the move.

(Over with James and Yang)

"If that truck crashes we risk hurting Penny or worse possible killing her." James said while he climbed a ladder to the bridge in question. Yang was close behind him knowing what was needed to be done for this fight. "We need to draw out Ultron." James said as he and Yang kept on climbing the ladder to the bridge.

The two then arrived at the top the bridge and saw the truck approaching it. "Ready?" James asked as he looked over to his partner for their current mission here.

"Yeap." Yang said popping the P before the two then ran to the other side of the bridge and jumped off the ledge just as the truck was passing by. The duo landed on the trucks trailer and ended up rolling on the truck as it kept driving off. They rolled a bit as they made their way to the back where the doors were.

(Inside the Truck with Ultron)

Ultron heard the sound as he looked up and glared upon it. "Illogically dangerous… but not unanticipated." Ultron said knowing the Avengers would try to save the Penny unit somehow. Ultron then fired at the doors of the trailer and in turn nearly blasted James and Yang off.

Outside James and Yang held on tight before forcing their way back to the closed position. This in turn caused Ultron to blast them again as the two ended up jumping off and landing on the door now as an improve ramp. It was being dragged across the ground as James looked to Ultron and his copies knowing he had to be stopped and Penny also rescued.

"Well he's pissed." Yang said as James then smirked over to his current teammate here.

"Then let's keep him that way." James said as Francis was then heard on the communications.

"You two are no match for him." Francis said as James then rolled his eyes at his friend.

"Gosh Golly thanks Francis." James retorted before he and Yang began to climb back up.

Ultron looked over Penny's cradle that held her new body and then proceeded to take care of the current nuisances to a perfected orderly world in the form of the Avengers. Ultron then blasted to two off only for Yang to jump in and punch Ultron only for him to block her attack.

James wasn't as lucky as he was blasted into another car but he did not let that stop him. James then jumped to another truck and proceeded to use the momentum to jump onto the top of the trailer. He quickly found Yang there and not too far behind Ultron rising before them.

"I shall now allow you organics to stand before me and my mission." Ultron said glaring at the duo.

"Well can't exactly call your mission better for others." James said before launched his shield at Ultron with a spin throw. Yang joined in and punched the shield back at Ultron as it returned as it was clear Ultron was being double teamed and the shield was the method of attack.

(Meanwhile in the Quin Jet)

Francis maneuvered the Quin Jet through a ridge as the ship ran like a dream. "Ok Ruby you're up!" Francis called out as Ruby came out of the changing room a bit self-conscious but clearly going through with what she was doing.

"Ok." Ruby began as she then put a mask on her face. "Ready to go." She said as it was time to fly.

"Be careful." Blake said as they knew Ruby would be facing Ultron first after all seeing as she was his prime target of organic termination.

"I will try." Ruby said as normally it would be too soon to go into battle but right now they had to take down Ultron.

(Back Outside the Quin Jet)

The back hatch open as from it Ruby could be seen but now dressed differently. Now Ruby often questioned her mother on the choice of outfit but she wasn't complaining. Apparently her powers needed a sort of material to allow it to flow easier so in the event she ever overloads not only will it be contained but she won't end up naked in the worse of situation. Her costume consists of black mask over her eyes, a scarf, long black gloves covering her arms, long black boots that reach her long toned thighs and a skin-tight suit that covers up most of her torso. The outfit was mostly red which she enjoyed very much, it had a secondary color of black mainly around the arms, and a gold star like symbol on the chest. The Scarf itself was red no doubt to replaced her hood while in uniform. Regrettably she didn't have Crescent Rose with her since Ruby needed to modify her to factor in her inherited super powers.

Ruby nodded before she began to glow focusing her powers. In turn she jumped out the hatch and flew her way straight for Ultron. Ruby was a bit shaky but clearly a fast learner seeing as it was just like using her semblance for her. Only without worry of wasting her Aura with constant use. She began to grin as she zoomed through traffic avoiding hitting anything or anyone. She had one target in mind and that was Ultron.

(Battle)

Yang and James were still at it as James fired the Widow Magnum at Ultron from behind his shield. Yang avoided his laser shots and went for the punch. But her punch was easily knocked back seeing as Ultron's chaste was impossible for Yang to break through with brute force. James then threw his shield hard enough at Ultron that it got lodged into his chest. Ultron saw this and analyzed the situation before grabbing the shield form his chest.

"This tactic of yours has proven to be ineffective." Ultron said before tossing the shield off the trailer and got ready for the next round.

Just then a new voice was heard as it caused Yang and James to smile to it. "Hey chrome dome!" Ruby roared out and just then Ultron looked ready to attack but instead he failed to accurately calculate the speed and trajectory as he was then hit by a bullet of photon and rose petals by the name of Ruby.

Ultron was knocked down as he looked up glaring at the attacker as Ruby had a shaky landing on the trailer but she was ok. "It's payback time." Ruby said as she glared at Ultron.

"Inquiry I am to assume they call you Captain Marvel?" Ultron asked as Ruby glared at him and saw Yang. So long as Ruby knew her mother was alive she wasn't going to rip off her name.

"No… they call me Ms. Marvel!" Ruby roared out and fired a burst of photons from her hands. They Photons hit Ultron who was knocked back torts James and Yang. James slashed at Ultron while Yang punched him away with her Ember Celica. In turn it became three on one as Ultron was outnumbered by the three combatants blasting at him from three different angles. Ruby with those Photon Beams, Yang with Ember Celica, and James with his Widow Magnum firing at Ultron.

But James was then punched off the front of the truck. Luckily was able to hold on leaving himself hanging in front of the wind shield. The Ultron android driving though then tried to punch James who managed to avoid the attack with trained ease. They could really use some help here right about now.

(Back on the Quin Jet)

Blake and Azari were heading to another spot on the jet Weiss told them about as Blake proceeded to open it. She then smirked at what she saw and knew why it was there waiting. Francis kept flying as he saw the battle going on from above while keeping distance from it to avoid Ultron. "Think you can drive it?" Azari asked as he looked to Blake.

"Only one way to find out." Blake responded as she got ready with Azari.

"You got a window you two." Francis said as he got ready as well. "4, 3." Francis began before looking to the duo. "Give him hell." Francis said before pulling the switch.

(Outside)

The Quin Jet lowered to the ground and in turn opened the pod dropping off Blake and Azari on a motorcycle as the two drove down the road torts the truck. The two bobbed and weaved through the oncoming traffic as it was clear the two were the perfect partners.

"Heads up!" Azari called out as Blake saw James Shield on the ground.

"What am I the maid?" Blake asked as they began to pass by the shield. Azari then grabbed the shield and passed it over to Blake who then put it on the front of her bike like a battering ram.

(Francis)

"They're heading under the overpass I've got no shot." Francis said as Blake heard this.

"Which way?" Azari was heard as Francis kept flying.

"Hard right…" Francis began as he observed from his crow's nest above them. "Now." Francis finished as he saw the two were about do it.

(Blake and Azari)

Blake then took the hard right and began driving through another street. She and Azari took another turn and began driving through oncoming pedestrian traffic. They kept driving no doubt knowing James, Yang, and Ruby needed them and James no doubt needed his shield.

"Incoming!" Azari called out as they began to exit the alley and saw the truck there.

Blake nodded before Azari jumped off and onto the trailer seeing Ultron now had Yang under his boot and Ruby and James in either hands. Blake weaved under the truck and in turn tossed James shield over to him. James caught his shield while Azari slashed at Ultron's head while he was distracted. This allow James to hit Ultron with his shield causing him to stumble and release Yang from his foot pin.

Ultron glared at Francis before using his gravity generator and lifted the ground forcing Blake to stop and spin a bit. She then turned a doughnut and drove back after the truck just as Ultron's androids began firing at her.

Blake in turn began to drive up a set of stairs to a bridge area as she made sure people were out of the way. "Sorry! Coming through! Out of the way! Sorry again!" Blake called out while making sure not to hurt any civilians.

(James, Ruby, Yang, and Azari vs Ultron)

The four were attacking Ultron as Yang knew punches will only serve to hurt herself. Yang had to fight smart and in turn had to be light on her feet. Ruby meanwhile fired off Photon beams at Ultron from her hands while Azari went for his thunder attacks. James then used his shield to bash away one of Ultron's attack before firing off Widow Magnum. This then caused Ultron to fire his beams at James knocking him onto another car.

Ultron then used his gravity arm to force the car to rise up by means of the ground and in turn began to cause a Car Crash. James tried to dodge and avoid them while also jumping but he would no doubt miss the truck. Thus Ruby flew in and grabbed him as James saw her while she smiled to him.

"Thanks for the assist." James said grateful for her help.

"No problem." Ruby before dropping James back onto the truck.

"Come on!" James roared out going for pure melee using both the Widow Magnum in sword form and his shield to fight against Ultron. "Keep both eyes open!" Azari called out as he then flipped over and kicked Ultron using his powers to knocking him back some.

"Come get some!" Yang roared out as she followed up with Ruby as she grabbed his head and using the strength from her semblance managed to flip him over allowing Ruby to blast him with her Photons.

(Back over with Blake)

"Francis!" Blake called out to the communications as she drove by. "Can you draw out the guards?" Blake asked while easily avoiding the pedestrians.

(Francis)

"Let's find out." Francis said as he began to move into position.

(Blake)

Blake nodded in response confirming she heard what Francis had just said there. "Beep-Beep!" Blake called out to make sure people stayed out of her way.

(Back with the others)

The four kept hammering down on Ultron knowing the target was the cradle. But just as James got a good hit in the Quin Jet flew in and began to rain bullets down on Ultron. Ultron glared at the ship before he send his androids to deal with it. The Androids exited the trailer and went to deal with Francis and the Quin Jet.

(Francis)

Francis was then flying up as he saw the two androids guards were attacking the jet. Francis knew he had to shake them off somehow and he may just have the solution there. He then began to maneuver the ship by spinning it about which got him the desired results. The Androids who had latched onto the ship fell off but alas they activated their boosters and flew after Francis and the Quin Jet.

(Back with the Others)

The group was still fighting Ultron as they began to drive next to a train. Ruby flew around getting a better grasp of her abilities while firing Photon Blasts at Ultron. Yang gave Azari some momentum and allowed him to knock Ultron back a bit. Just then James bashed Ultron with his shield knocking him back some more. Ultron then began to counterattack and went at James only to be bashed by his shield into a nearby pillar breaking off a large chunk of it.

Ultron then glared at the group and then blasted both Yang and Ruby as Azari jumped away from the blast. He then charged at James and knocked him into the train. "Go I got things here!" Azari called out as the half-sister duo nodded before they went for the train.

(Francis)

While Francis was keeping Ultron's android henchmen busy he saw his sensors had pointed out the two bogey's flying away. "Heading back torts you. So whatever you're all about to do, do it now." Francis said as he kept flying knowing he may need to get back close again.

(James vs Ultron the Train)

James threw his shield at Ultron then punched it back allowing James to catch it. Ultron then flew at James who then jumped over his attack while he tried to keep civilians safe. Ultron then fired his beams at James knocking him back hard.

(Blake)

Blake was going for the truck as Azari moved to get inside the trailer itself. "I'm going in." Blake said as she drove the motorcycle. "James can you, Yang, and Ruby keep him occupied?" Blake asked as she had her target insight.

(Back with James)

"What do you think I've been doing?" James asked as he really needed to get this whole team thing working.

(Back with Blake)

Blake began to move the bike into position as she saw a road block coming up. She knew she only got one shot at this as Azari waited for her ready to get this job done with. She soon got onto a standing position on the bike as she got ready to jump into the moving trailer. She then jumped and rolled in as she was caught by Azari allowing the two to nod to each other. They headed for the cradle and began to look it over and saw the flash drive was in fact there and with it was what would be Penny's new body.

The duo got moving knowing full well they had little time to act on this. If they don't get this stuff out of here then that's another win for Ultron. Another win they CANNOT allow him to have against them.

(Outside)

The two androids had returned and proceeded to latch onto the trailer. Once they did so they saw a blockade in their way as they in turn began convert into full on boosters knowing they had to get Penny out of here for Ultron. Soon the trailer was flying with Azari and Blake inside it while they flew over the blockade allowing the truck to hit it instead causing the soldiers of Atlas to scramble away.

(Francis)

"Ok the package is airborne what now?" Francis asked as he was ready to shoot it down.

(Azari and Blake)

"DON'T SHOOT IT DOWN!" Azari called out as he and Blake began to cut the straps off.

"We'll send it over to you." Blake said as she helped out as well.

(Francis)

"How do you guys want me to take it?" Francis asked as he kept flying.

(Back with Blake and Azari)

"You probably should not have asked that." Azari said as he knew exactly what Blake was thinking since they had the same idea on this.

(James vs Ultron)

James was pinned as Ultron kept punching forcing James to either bob or block with his shield. Ultron kept the onslaught and then went for James Ribs causing him to cry out in pain. Just then a Photon Blast came in and knocked Ultron away from James. Ultron got up and looked before he saw Ruby there. He was about to attack her until a shot gun blast hit his back forcing him to look and see Yang there.

"Surrender and accept extermination the process will be quick and painless." Ultron said as he glared at the trio.

"Not on your life robot." Ruby growled as she glared at Ultron.

Ultron scoffed a bit before firing his beams at Yang to ducked and cover allowing Ultron to blast the train's controls. This in turn caused the speed to pick up as the people held on tight. Ultron then took his leave knowing full well the Avengers would leave innocent civilians to die like last time.

"We lost him! He's heading your way!" James called out heading for the controls only to see them destroyed. James then was wide eyed when he looked down the bridge and saw what was about to happen.

(Francis)

"Azari, Blake you two better stop making a litter and hurry up!" Francis called out hearing this as he moved the Quin Jet into position.

(Blake and Azari)

Blake quickly cut the last strap and set up a grenade and in turn the two latched onto the cradle. The Cradle in turn flew out of the trailer and over to the Quin Jet. Luckily Blake's Faunus senses picked up on Ultron as did Azari with his animal like senses. The two quickly acted as Blake created a double using her semblance and Azari on the other hand made what appeared to be a thunder shadow like clone. Ultron grabbed both but the Blake copy vanished while the Azari copy burst into lightning.

The two landed in the Quin Jet allowing it to fly off leaving Ultron disoriented from this. Blake and Azari ran over to Francis as they got Penny's cradle strapped in. "We have her!" Blake called out before James was heard.

"If you have Penny go get her to Weiss!" James was heard and in turn Francis got moving. The Quin Jet flew off leaving the remaining Avengers to handle one last problem.

(Back with James, Ruby, and Yang)

"Ok here's the plan, Yang get every civilian to the back carts." James ordered as Yang understood.

"Got it!" Yang called out getting to work as she got to doing this before James looked over to Ruby.

"Ruby go out there and put both your semblance and powers to the test get every civilian out of the way!" James called out as Ruby was wide eyed about this.

"But what about you?" Ruby asked as she was worried for James only for the train to shake when the train flew off the tracks and kept going. The two were forced to hold on as they had little time to act.

"JUST GO!" James roared at her forcing Ruby to no and head off. Ruby was like a bullet of Rose Petals and Photons as she made her escape. "Ok… let's figure this out." James said as he went for the emergency breaks hoping it would help stop this runaway train from causing harm to innocent civilians.

(With Ruby AKA Ms. Marvel)

People scrambled out of the way but then vanished as a blur of Photons and Rose Petals flew by grabbing them and moving them to safety. People had no idea what happened but were grateful when they saw the train fly by nearly killing them. Ruby was pushing her powers to her limit as she was even beginning to sweat a bit from anxiety and strain.

(Back with James)

James got into position and used his shield to block whatever was coming. But as he did so James went wide eyed as he felt his Aura… shift somehow. He then stood his ground and focused as if instinctively knowing what to do. Just then his shield began to glow and was followed by a phantom image of it. The Shield then shot out outside the train and began to get to work.

(The Aura Shield)

The Aura made Shield flew below the train and began to divide into more before they hit lodged themselves in the wheels. This in turn caused the train to slow down while grinding against the phantom Shields.

(Outside)

The train began to slow down as it was clear whatever James was doing was working as Ruby zoomed through the streets getting the civilians to safety. The train kept slowing down until it came to a full halt. This in turn allowed the doors to open as people were being helped off the train as Ruby was sitting on a box catching her breath.

"Ruby!" Yang called out as Ruby looked and saw Ruby in the outfit. "Are you ok?" Yang asked looking to Ruby.

"Yes ma'am." Ruby said as Yang realized why Ruby called her ma'am.

"Good job then Ms. Marvel." Yang said as James stumbled out causing the two to notice him. Yang caught him as it was clear his aura was drained.

"Wow you ok?" Yang asked as James nodded a bit.

"Yeah… I… I think I… discovered my Semblance." James panted while catching his breath.

"Did we get the cradle?" Ruby asked as she looked to her friends.

"Yeah… Weiss will have it." James said as he was getting his energy back. "But right now we need a ride to Vale stat." James said knowing full well they had to get back before she does something reckless with Penny.

"Ok but how?" Yang asked as Ruby was out of juice and the Quin Jet was probably halfway to Vale by now.

"Fury." James said knowing Fury had a plan and just then a Shield carrier ship made a landing.

"You got that right." Fury was heard from the intercom allowing the trio to board it. They had to chase after Penny now because there's no telling what sort of nasty traps Ultron may have put into her. And Weiss may very well spring them if she isn't careful.

(Meanwhile at Mtn. Glenn Vale Ultron)

Explosions were heard inside a cave as Faunus of the White Fang were running for cover as fast as they could. Roman ran over as he saw his favorite Fanger Parry run in while Faunus were being attacked by Androids.

"What the, Perry did Atlas find us?!" Roman asked because if Cinder finds out they were all in some deep trouble.

"Hardly." Ultron was heard as the androids made way for Ultron as he grabbed Roman and pinned him to the wall. "Roman Torchwick criminal guilty of all chargers he has been accused of you no longer hold command of this operation." Ultron said glaring at Roman Torchwick. "You organics shall either assist me or be exterminated for now Ultron is in command." Ultron said as his plans have been derailed a bit but not enough to stop them.

"You and what army!?" A White Fang member demanded before Ultron raised his hand. In doing so his androids all ran into the cave and was shown to outnumber the White Fang a hundred to one.

"You had to ask." Roman said glaring at the idiot White Fang Member.

"Very well." Ultron said as he dropped Roman. "Get back to work I expect this train to be loaded within the day." Ultron said as they all gulped a bit. "And if not… you will all wish the Humans had still enslaved your kind." Ultron threatened showing he was in command and had no problems killing worthless organics. IT was all for the mission of global peace and thus sacrifices must be made for this desired goal.

Ultron was getting ready for his final card to show the world who its new master was. He wants the Avengers to know they failed and this time he will ensure that any and all form of hope is deleted. James and Ruby must die first then the rest of the Avengers, followed by all the heroes roaming this chaotic world, then the Huntsman, and finally he will make sure that all of the organics are brought to heel.

(TBC)

ESKK: Well three updated fics in one day. Man I am on a roll today and added the fact James and Azari discovered their semblances I say it was a job well done for me. Anyway it's late and I'd like to go to bed now so leave a review before you leave this chapter and I will say ja-ne.


	18. Chapter 18 Ultron's Uprising Begins

Next Avengers Heroes of Remnant

ESKK: Hey folks happy to see the new chapter is up so let's get this show on the road people.

(Start the Chapter Opening Prologue)

'There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'

'The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'

(Start Opening Sequence)

*Insert Boku No Hero Academia/My Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjolnir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjolnir. Torunn took her sword back and tossed Mjolnir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjolnir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

NEXT AVENGERS HEROES OF REMNANT

*End Opening Sequence

(Start Avengers Tower Schnee Lab)

"Well anything?" Weiss asked as she walked into her lab to see Pym and Francis trying to crack the cradle open.

"Nope it's sealed tight." Francis said as he then looked over to Weiss. "How's that firewall program working?" Francis asked as Weiss sighed.

"It's done though I don't know how strong it will be when we put it against Ultron." Weiss said as Blake then walked in.

"Well it's a start." Blake said as it was clear they were at a lost here.

"We're gonna have to access the program and break it down from within." Forest said as Weiss then looked to the pod and the flash drive and began to get an idea on how they can beat Ultron and make him stay down once he's beaten.

"Hey can you guys try to see if you can get James, Yang, and Ruby see if they weren't caught by Ultron." Weiss asked as Francis nodded.

"I got that." Francis said before she looked to Blake. "Oh and can you two see if there has been any updates on the White Fang I get the feeling Ultron may use them next." Weiss said as Azari shrugged a bit.

"Can't leave anything outside the realm of reason with Ultron." Azari said as Blake nodded to her.

"I'll see if I can cast some lines the White Fang does use its own method of communications to stay off the radar." Blake said as she knew Ultron may very well try to use the Fang to their advantage.

The room was then left with Pym, Forest, and Weiss as Forest began to get to work. "I can begin work on tissue degeneration while you fry whatever operating system Grandad Geppetto implanted and Pym can handle any unsavory traps Ultron left." Forest said but Weiss had other plans.

"Yes, well about that…" Weiss trailed off as this got the eyes of both Pym and Forest on the heiress. "I had an idea and it involved this chaste." Weiss began as she then pulled out her scroll and activated it to the side. "And Penny." Weiss finished as Penny's data core appeared in the room.

"I don't like where this is going." Pym said as they all saw this.

"No." Forest said already seeing the plan and its outcome.

"You both have to trust me." Weiss said as she looked to the two Brainiac's.

"Kind of don't." Forest said as he did NOT want another Ultron running around here.

"Look we need to think on the big question the Why." Weiss began as she got her scroll and pointed it out. "Why did Ultron want Penny?" Weiss asked as Pym spoke up.

"Because she was like him and he wanted her at his side." Pym said but Weiss disagreed in a sense.

"Yes, he was the only one of hid kind Penny would have been the Eve to his Adam. But most of all… he was scared of her." Weiss said as Forest was no confused.

"And how do you know that?" Forest asked as Penny then smirked to this.

"Why not ask Penny herself?" Forest asked and just then where Jarvis had once floated Penny's data core appeared.

"Salutations." Penny said despite not having a body she was happy to be alive.

"Penny?!" Forest and Pym asked in shock as they saw Penny.

"Penny can you be a dear and tell them what you told me when I pieced you together from the flash drive." Weiss ordered as Penny was already on it.

"Yes Ultron wanted to evolve but he wanted to evolve into a form where he would instill perfection upon mankind. To do this he would have to force mankind to evolve with him. Using the tale of the twin gods as a basis Ultron intended to backtrack mankind so he and I would appear before them as deities of sorts." Penny said explaining Ultron's grand scheme.

"With his technology and the primitive state the world would be in passing off as a divine being would be child's play and once he has done so carrying out his directive would be a simple matter." Penny explained as everyone listened to her. "He calls it Noah's Ark and he intends to carry out the first phase of it in Vale." Penny explained as both Pym and Forest got the gist of it.

"Ok… so you want me and Pym to help you put Penny into this thing?" Forest asked gesturing to the names mentioned before ending the gesture at the cradle.

"No! Of course not." Weiss said but Pym knew better then to take her word for it. "I want to help you both put Penny into this thing." Weiss said as the two raised their hands to this. "We're out of my field, here." Weiss confessed trying to get these two on board with this idea. "Forest you know Souls and Aura better than anyone and Pym knows nanites better than any adult three times his age." Weiss said as Forest was at a lost here.

"And your just assuming Penny's operational matrix and her unique build up will beat Ultron's and keep her in control?" Forest asked knowing this could easily turn out bad here.

"Don't you both see it? This is the opportunity we need we can create Ultron's perfect self without the homicidal glitches he THINKS are his winning personality. We have to." Weiss said showing they were out of options. They got lucky with this victory and if Ultron was about to enter his endgame then they needed all the muscle they can get their hands on.

"I think it's worth a shot." Penny added as Forest was now at a loss for words.

"I'm in a loop! I'm caught in a time loop!" Forest said as he looked to Weiss as Pym agreed.

"Yeah isn't this exactly where it all went wrong?" Pym said as Weiss then approached them.

"I Know. I know. I know what's everyone is going to say. But they're already saying it." Weiss said as she then put a hand on Forest's shoulder and one on Pym's head. "We're mad scientists yes but we're reckless and stubborn enough to own it and make a stand." Weiss said as the eyes of her senior and junior were on her. "It's not a loop… it's the end of the line." Weiss explained as she looked to the two heroes.

At the end of this both heroes knew what was going too happened and agreed. 'We're going to regret this.' Both Pym and Forest thought as they got to work.

(Later)

Forest and Pym were plugging in cables to the cradle while Weiss was running numbers on this new risk.

(Mtn. Glenn)

Ultron was being as efficient as possible as some of the Fang Members were locked in large cells as the Androids came in to switch the shifts or replace a dead worker. In the corner one Fang Member was using gathered tools to make an improve radio to call for help. His friends kept watch as he got to work knowing if the other White Fang Members didn't get this then hopefully Atlas or Vale would get it.

(Back with Blake)

Black had an old radio set as she was trying to receive a signal from the White Fang hopefully to pinpoint where in Vale they were located. Blake then heard noise from the radio and grabbed the headset and began to listen in. She paid close attention to it hoping she caught a lead to Ultron.

(Mountain Glenn)

Back at the jail cells the White Fang was using Morse code to call for help because they didn't have much option right now.

(Back with Blake)

Blake smirked as she got what she needed and began to input the coordinates and close in on the White Fang's location.

(Back with Pym, Weiss, and Forest)

"This framework is not compatible." Weiss said as she typed on her computer.

"Adjusting." Pym responded as he was sitting cross legged adjusting the data.

"Genetic coding towering is at 97%. You have got to upload that schematic in the next three minutes." Forest said as the trio got to work on reviving Penny.

Just then a familiar foot stomped in as the trio looked like a deer in headlights when they saw James, Yang, and Ruby standing there. "Oh boy." Pym said realizing he was in trouble now.

"I'm going to say this once." James said showing he was not pleased by his tone of voice alone.

"How about none-ce?" Weiss countered as she glared at James.

"Shut it down now!" James ordered as he glared at Weiss unaware of what she was really creating here.

"Nope, that will NOT Happen." Weiss said as she quickly got back to work on the project.

"You don't know what you're doing." James said as he glared at Weiss, Pym, and Forest.

"Oh and you do?" Forest asked as he looked to James.

"Look I know penny is in there but you're going to make a monster out of her just like Ultron." Ruby said not wanting her friends to become a monster made by science.

"Professor after everything that's happened!" James began as Ruby got a bit worried here.

"It's nothing compared to what's coming!" Weiss argued before Yang jumped in.

"You don't know what's in there, Ice Queen!" Yang yelled as Ruby looked around a bit.

"This isn't a game!" James added but just before the argument could progress Ruby vanished in a flurry of Rose Petals and quickly use her Kree Strength to unplug the large cables that were jacked into the cradle.

All eyes were on Ruby when they saw she had the cables in her hands that she proceeded to drop down. "Sorry about this Penny." Ruby apologized wanting to save Penny but not risk another Ultron in the form of Penny.

"So you were saying?" Yang taunted a bit chalking that up as a win for team star spangled rose.

Just then the group heard a gun go off from under Ruby as the Kree Hybrid saw a bullet fly pass her from below. The glass then broke under her as Ruby fell with a yelp and saw Francis there. "Ruby!" Yang called out as she saw her sister's problem.

"Hey Rubes." Francis said showing why he was called Hawkeye.

From above Azari and Blake showed up as they knew what was happening as warning signs blared on the screens due to the loss of power. "I'm rerouting the upload!" Weiss called out as she got to work.

James then acted and flung his shield out causing Pym to shrink down so he could duck and cover. Weiss then summoned up her armors gauntlet and chest part before firing a blast at James. Azari jumped in and forced James to put up his shield and block his claw attacks. "Sorry James!" Azari called out only for James to kick him off.

"Yeah same here." James said honestly hoping this wasn't the catalyst to a civil war event.

Yang was about to jump in until Forest restrained her from behind and glared at her. "Go ahead, Ms. Xiao-Long piss me off." Forest threatened as he glared at Yang having plenty of reason to be pissed with her considering the damage she, Nora, and Torunn had caused to Beacon since they enrolled.

Just then James went for Weiss who got her chest armor on before firing a uni-beam at James. Both were knocked back James from the blast and Weiss from the force and her lack of full armor. Yang then stepped on Forest's foot causing him to cry out in pain and in turn allowing Yang to get free. She then pushed him hard enough to knock him back but soft enough to avoid risking a Hulk event. But just then Blake jumped in and grabbed Yang before using a martial arts type throw to toss Yang aside.

Azari was about to get the cables plugged back in with Pym until glass shattered revealing Torunn fully clothed after her first meeting with Salem. Torunn then saw the cradle and jumped torts it before she raised her sword up using it as a lightning rod.

"Wait!" Forest called out as Torunn summed the lightning to her sword. She then sent it torts the cradle knowing she had little time to explain or act while the lightning flowed into the cradle. The nearby computer screens flashed to life with a power overload while everyone was shocked at what Torunn was doing.

Then the power stopped flowing as Torunn did what she had to do and now must hope for the best. Just then the cradle burst open causing everyone to duck and cover while Torunn was knocked back and her sword stabbed to the ground nearby. The Avengers all looked and saw Penny rise from the cradle and looking very much like a human being would save for key differences. Her green color has become more prominent on her arms and legs while her hair was now undone yet long and flowing. Her forehead had a yellow chip in it as her skin had a red tinge to it.

For the Avengers Penny looked like she could pass as the daughter of the Vision. Now the question was if she was in fact the Vision they needed here. Penny rose up as she looked around through the optics of her new body and then looked upon her new body itself. Penny then charged and even flew at Torunn only for Torunn to toss her aside and break through a window as everyone panicked a tad bit.

Meanwhile Penny stopped at the outer window and saw her reflection through its glass. She looked upon it and the city noting that this wasn't the face she was used to seeing in a mirror. The Avengers began to gather around her only for Torunn to stop them from advancing as she knew what would happen if they did.

"She's naked." Ruby noted to Yang as Yang smirked and nodded to this while the guys averted their eyes from the image of Penny's nude body.

Meanwhile Penny began to from an outfit similar to her old one but also a mixed of the Visions outfit. She then began to float down to the others as Torunn put her sword down to approach her none threat like.

"Salutations!" Penny greeted with a smile but her smile felt odd to her. "I'm sorry… that was odd." Penny confessed as she then diverted her gaze to Torunn. "Thank you friend Torunn." Penny said before noting the fact at times Torunn had a cape and in turn opted to make her own cape that appeared on her.

"Torunn, you helped create this?" James asked as Ruby looked to the reborn Penny.

"I've had a vision: a whirlpool that sucks in all hope of life, and she." Torunn began while pointing at Penny. "Was at its center." Torunn said as all eyes were on her. "I found out where the Stones are hidden in and I found out whose really seeking them." Torunn said as all eyes were on her from those unaware.

"Stones?" Yang asked as Torunn nodded.

"We're not dealing with Thanos someone born from Remnant's ancient past is seeking the stones out." Torunn said as they all looked to her.

"What Stones and whose looking for them?" Ruby asked as James also wanted answers on the, who was looking for the six Infinity Stones.

"The Six Infinity Stones, the greatest power in the universe. Unparalleled in their destructive capabilities and the one seeking them out… her name is Salem." Torunn said as James and Ruby were confused.

"Who is Salem and how did you find out about her?" James asked as Torunn looked to the side a bit.

"I met her recently when I went to delve deeper into my vision… she is in no way an ally because with those stones, the one who did that to Remnant's moon." Torunn began as she pointed to the shattered moon. "She will make it look like a broken glass." Torunn said as this caused many of them to go wide eyed at this information.

"So if she plays a roll why bring her here?" Yang asked before she looked over to Penny. "No offense." Yang apologized not wanting to offend their friend here.

"None taken." Penny responded as Torunn then looked to the group.

"Because Weiss is right." Torunn said as this got everyone to go wide eyed at this.

"Oh boy end times." Ruby said as Weiss being right about a paranoid hunch was a scary thought right there.

"The Avengers cannot defeat Ultron." Torunn said as Penny then spoke up.

"Not alone." Penny explained as she walked over to the others. "I can already tell… even though I am Penny at the same time I'm not." Penny began as she looked to the others. "But at the same time you all see me as a child of Ultron." Penny said as James wanted answers.

"You're not?" James asked causing Ruby to elbow him.

"I'm not Ultron… I still feel like Penny but not Penny." Penny explained as if trying to make sense of her new lease on life. "But I've been in Ultron's head in the briefest of moments… and I think I can defeat him from within." Penny explained her role as best she could.

"That means with Penny on our side." Ruby began but James cut her off.

"Is she?" James asked as he then looked over to Penny. "Are you on our side?" James asked as all eyes were on Penny now.

"I understand your distrust… but I don't think it's so simple." Penny said as she walked away a bit. "But I see it like this… Ultron wanted me and him to be seen as Gods but not be actual gods. In a sense he wanted us as Adam and Eve mixed with the twin gods of old." Penny said while she explained further. "I would be life and Ultron would be death, thus I am on the side of life while Ultron is not thus he will end it all." Penny explained as this was raising red flags.

"What's he waiting for?" Weiss asked as she wanted answers.

"You." Penny said as she looked to the gathered Avengers.

"Where?" Ruby asked as she had a score to settle with Ultron.

"Mt. Glenn." Both Penny and Blake said at the same time.

"Hidden in the underground village the last bastion of the failed expansion of Vale." Penny said as she looked to the group. "The White Fang is there also with Roman Torchwick." Penny explained further as now they had the location of two targets in one.

But just then Forest began to walk torts Penny looking to her skeptically. "If we're wrong about you… If Ultron managed to have changed you into a monster…" Forest began but Penny had a counter argument.

"What would you do?" Penny asked as she wouldn't put it past them seeing as Ultron made her into this form.

"I don't want to kill, Ultron. He's unique and he's so much like me but he's in pain." Penny explained as she walked over to where Torunn left her sword. "His pain will wash over Remnant and destroy all in its path thus he must be destroyed." Penny said as she looked to her friends. "Every form he's built, every Trace of his presence on the net." Penny explained detailing the importance of stopping Ultron.

"We have to act now and not one of us can do it without the others." Penny said as she looked to the others. "Maybe I am a monster." Penny said as she looked to her hands with great concern. "I don't I'd known if I were one." Penny said as she turned around a bit. "I'm not what all of you are and I'm not what Ultron intended." Penny said as her hand grabbed a familiar hilt. "So there may be no way to make you all to trust me." Penny said as she then turned around to Torunn. "But we need to go now." Penny said while handing Torunn her sword leaving everyone here in shock to this.

Torunn kept her cool and then began to walk away. "Alright well done." Torunn said while patting the shocked Weiss on the shoulder.

"3 Minutes get what you need." James ordered as Ruby smirked to this knowing it was time to Assemble.

(Francis)

Francis was getting his arrows ready and any other gear as he was in his room suiting up. He then grabbed a pair of sunglasses and put them on. When he did so he smirked as they fixed his vision allowing him to adjust it as needed.

(Torunn and Penny)

Torunn summed forth a thunderbolt at the Avengers Launch Pad and in turn she was in her golden Armor once it ended. She then sat on her knees almost meditating as she closed her eyes to focus. Thunder sounded from afar as clearly Torunn was trying to contact her father Thor.

Nearby Penny was floating as she was also prepping for battle herself but in a more mental state as she knew she would need it for Ultron.

(Blake, Yang, and Ruby)

Blake was getting her weapons loaded up as she put her Widow Stingers on her wrists and her Gambol Shroud at her hip. With it she put two baton like items on her back as she made sure she was ready for whatever Ultron had planned for them upon arrival.

Yang was making sure she had spare shells for Ember Celica as she punched her fists together ready to fight. She had the belts wrapped around her torso in an x form, hanging off her hips in a ring, and around her stomach just in case she needed it. She then tossed to Ruby a cartridge which she easily caught. Ruby smiled knowing the design and pulled out Crescent Rose now equipped with an Adamanium blade among other things before holstering it at its normal spot.

(Azari and Pym)

Azari was loading up his daggers and getting his gear ready as he tested them out and smirked when he saw they worked. Pym meanwhile was loading up throwing stars that were loaded with Pym Particles for them to use. Once he did this he put on a head piece and smiled when he saw the Ant's in the building come marching into the room.

(Weiss)

Weiss was sorting through some cartridges as she had them all named with tape and sharpie. She then got to one that said Friday and thus she inserted it into the computer. The Computer was plugged into her network that JARVIS controlled and thus she began to download the program. Once she did so the download was soon complete as a new voice was heard.

"Good evening boss." A female voice was heard that no doubt belonged to Weiss' new AI now dubbed Friday.

(Later James, Weiss, Forest, and Ruby)

"There is no way we're all getting through this is there?" Ruby asked as she was in her Ms. Marvel outfit minus the mask.

"Of course if so much as one tin soldier is left standing then we've lost." Weiss explained as the plan was simple enough to follow. "There's going to be blood on the floor." Weiss said as they were preparing for battle.

"I don't have any plans tomorrow night so I'm free." James said as the joke showed they couldn't attend the Dance because of Ultron.

"I will get the first shot on Ultron. Its Iron-Heart he's waiting for after all." Weiss said just as Penny walked by.

"That's true next to James and Ruby he hates you the most." Penny said while walking by preparing for battle herself. But her words held truth it was Tony Stark who managed to whisk the Avenger children to safety so Ultron will attempt to prevent any future avengers from appearing in the future. But the truth remained the same they either win this fight or sacrifice Remnant losing it.

(Scene Break Quin Jet)

The Avengers were gathered in the Quin Jet as James and Ruby were both addressing the teams. "Ultron is expecting us so odds are we'll be flying into heavy fire." James said as it was the opening speech before battle.

"But the people Vale didn't ask for this. We've already contacted Professor Ozpin and Nick Fury on the situation. They're already working on evacuating the town." Ruby said as she showed the images of local Huntsman and SHIELD Agents evacuating the area the battle would take place.

"Our main priority is civilian safety and getting them out." James said as he looked to everyone gathered here.

"General Ironwood was already made aware of Ultron's impending attack. But he's also been told to focus on evacuation efforts. I made it clear to him as did Director Fury that Ultron can corrupt and assimilate any machine sent at him more advance then a steam engine. Since most of the General's forces are androids at the moment he's been ordered to stay out of it." Penny said but she wasn't done. "He sent in his few none mechanical soldiers to help with the efforts but it is slow going." Penny said as they all looked to the Vision.

"I've also sent word to some of our friends in Beacon we should have help when things go down." Ruby said letting her friends and teammates know that they had backup on the way.

"Good, we need to know how Ultron intends to begin his cyber-forming of Remnant, we also find the White Fang and get them out of there, and most of all we need to clear the field." James explained knowing full well innocent lives did not need to be lost this day.

"So keep the fighting between us and Ultron." Ruby added as everyone agreed. Both Ruby and James knew it was time to rally the troops and to assemble the team.

"Ultron… thinks we're monsters that we're what's wrong with Remnant." James began as Ruby then spoke up.

"This isn't just about beating him it's about whether he's right." Ruby said as it was time to gather the team. After all this whole time they've been met with what their actions have caused due to Ultron. It was time to prove that Ultron was wrong and that though they make mistakes they know how to fix the mistakes they make while saving the world of Remnant.

(Scene Break Mt Glenn Morning)

The Quin Jet flew into the Mountain Glenn Airspace flying over the ruins of the failed major expansion of Vale. But just then from the rear hatch Iron-Heart and Ms. Marvel flew out as they began to search for the access to the cave System.

"Anything?" Ruby asked as she looked to Weiss.

"No… nothing. Wait I see something!" Weiss called out as Friday scanned the pathway.

"It's the old subway tunnel in Mountain Glenn. The one that has the train system to Vale." Friday said as she scanned the tunnel. "It should lead us straight to Ultron's hidden lair.

(Quin Jet)

"Ok then Francis land the jet and have it head back to Vale on autopilot." James ordered as Francis nodded.

"Got it boss." Francis said as he began to land.

"Ok we're about to be walking into heavy fire. So once we land… give them hell." James said as Francis then laughed a bit.

"Jeez don't be a pouty mouth James." Francis said as this got a laugh from everyone who was here.

"Let's go." James said as it was time to get to work and be heroes.

(Scene Break Over with Ultron)

Ultron was monitoring the White Fang as they carried out the job tasked of them. As he did so he dealt with any and all Faunus who were working less then efficient as he was running on a tight schedule. He cared little for what they thought of him but whenever they rebelled he made quick work of the uprising.

Just then an explosion was heard as Ultron quickly used his sensors to investigate it. "Ultron!" Parry was heard as he ran in looking to the android.

"Report." Ultron said just before another explosion shook the cave system they were working in.

"It's… the Avengers." Parry said as he may sound worried inside he was never so happy to see humans in all his life.

Ultron exited the room with Parry and saw the Avengers as Ruby flew by in a burst of photons while Francis ran after her with arrows firing them off at Ultron's androids. Blake took down the White Fang Members using the batons to stun them.

"Begin the operation our guests of honor have arrived." Ultron said as Parry was surprised by this.

"But we're not finished." Parry said only for Ultron to blast him with a beam leaving him to start bleeding.

"Inquiry: any other objections?" Ultron asked as the White Fang eased back after this.

(Over with the Avengers)

The Avengers all came in as James bashed an android with his Shield and fired the Widow Magnum at the other. James then threw his shield causing it to ricochet off pillars and walls just before Blake caught it. She then spun and threw the shield back at James who caught it and used the edge of it to slice through an android.

Francis fired explosive Arrows at his targets as he then saw many of them get to close. He then split his bow in two and began using it like twin bladed weapons taking down the oncoming androids. Then one of them was shrunk down as Pym appeared to stomp on it holding throwing stars filled up with Pym Particles in his hands.

Next was Azari as he sent out a thunder panther that exploded with electricity followed by Torunn sending a thunder wave with her, sword. They weren't done as then Weiss in her Iron-Heart armor flew in and fired repulser blasts firing it off at every foe they came upon before Penny came in and used her swords to tear many Ultron controlled android units apart. Just then Hulk busted in and smashed many androids at once and even bit the head off of one and flinging the body at a few more of the robots. Penny then flew in again firing a beam from her forehead before her hand phased through an android and tore out its primary processing unit.

Just then the Avengers gathered as they looked over to the train and saw it wasn't leaving yet. "Come on let's stop that train." Ruby AKA Ms. Marvel said but alas she said it a moment too late.

"Attention White Fang the train is now departing." Ultron was heard from his androids and the intercom. "Either board the train and accept submitting to me or stay to die when this world is left… as metal." Ultron was heard as the train let out steam and began to move out. Of course the White Fang all panicked and began to board the train to make their escape since they rather not die in this cave filled with the dead and Grimm.

"Well any new ideas?" Pym asked as James looked to the train.

"Yeah Ruby's plan but this time we need to get ON that train." James said as in turn they got ready to move.

(Later on the train)

A White Fang member was keeping watch as he was worried that Ultron was going to kill them all. After all Ultron made it clear he was not fond of organic life be it human or Faunus. HE was honestly all for killing the humans but Ultron wanted to kill all life humans and Faunus. He just hoped helping the murder bot would give them a pass as his target.

Just then he turned around only to be nailed in the face by James shield as the Faunus fell down clearly being out cold now. "Stay down buddy." James said as they had to move now.

(Ultron and Roman)

Ultron and Roman were at the caboose of the train as Ultron had an android driving it while Roman was kept around by Ultron. Ultron knew Roman was working for someone and knew someone had imputed a virus into the CCT. Roman was going to lead Ultron to his boss and thus Ultron will deal with whoever he or she is himself once he located them.

Then a White Fang ran into the caboose and looked to Ultron with worry when Ultron detected it. "Um boss and boss bot the Avengers they're…" HE began but Ultron cut him off.

"The Avengers are on board the train. Response: Eliminate them but leave the leaders to me." Ultron said knowing what to do about these stubborn Children.

"Got it." The Fang member said as he went to help Ultron's other bodies deal with the Avengers on the train.

(Back with the Avengers)

The Avengers were on now on top of the Fang Train as James looked to his allies and began detailing the plan. "We got a bomb." Weiss said as her sensors picked up on it. James opened the hatch and saw the Bomb inside it.

"Should we disarm it?" Blake asked only for it to start beeping.

"Hulk is it Gamma?" James asked as Hulk looked at it.

"No Bomb not Gamma. Hulk knows if Gamma." Hulk confirmed as Weiss was surprised Hulk would know about that.

"Ok let's move then!" James said as they ran off the cart over to the next one.

"I'll decouple it!" Blake called out going for the cart's couples only to see it come undone by itself.

"Blake!" Azari called out as he looked to Blake.

"We have a problem it decoupled itself!" Blake called out as James then looked to the cart they were on and saw another bomb.

"This one has a bomb also!" James called out as Penny then flew over to the next one.

"So does this one!" Penny called out as Yang realized what this was as did Francs.

"They ALL have bombs!?" Francis and Yang cried out when they realized the Train was filled with bombs right now.

"This doesn't make sense why would they do this?" Yang asked as she tried to think it through.

"Ultron always has a plan for everything he NEVER does something without logic backing it up as twisted as his sense of it is." James said as Ruby then noticed something ahead of them.

"We got baddies though!" Ruby called out as Ultron's androids and the White Fang began to climb on top of the train.

In turn the Avengers sprang into action as they began to fight their way through the terrorists and killer robot bodies of Ultron. Yang punched the white fang member happy to have something she can punch while Hulk roared out and smashed his way through the many foes. Yang then got onto Hulk who then threw Yang at the Fang giving her momentum to cause some damage to them.

With that done Azari and Torunn came in next as Torunn swung her sword at them releasing currents of thunder about while Azari took out his bow staff and swung it around while using his own thunder based powers to enhanced his attacks judging by his marks glowing.

Then Ruby, Weiss, and Penny flew in firing off lasers and beams at their foes as Penny even used her close ranged style with her swords. Following this Ruby busted out Crescent Rose and swung it around spinning and slashed up anything that came her way. Weiss then used her Glyphs to enhance her repulser beams fired off her ice attacks.

Then it was Pym as he flew in and sent out his throwing stars shrinking the White Fang's weapons disarming them and shrinking the Ultron bots to be easily squashed. Pym then shrunk down and began firing off his stingers causing the White Fang to try and fail to squat him away like a bug. Following up Pym was Francis as he fired off explosive Arrows and pulse Arrows taking out multiple foes at once and causing a Wilhelm Scream when a White Fang Member fell off the train thanks to the Archers gadget Arrows.

Next up was James and Blake as the two fired off their weapons before going back to back taking on multiple White Fang and Ultron Bots all at once. James then flung his shield out while Blake used Gambol Shroud to wrap around the Shield. She then spun around hitting multiple Fangers at once with it before retracting allowing James to catch his shield again.

They quickly worked on stemming the tide but they did not deter from their path. For while the bad guys kept coming the Avengers kept fighting on till the battle's won. And if by chance they lose the battle well they will do as their names imply and Avenge Vale.

Iron-Heart charged through leaving a trial of ice behind while Yang punched a Fang member back into the train. Blake easily slashed her way through the White Fang and Ultron Bots while Ruby used a combination of Crescent Rose, her Photonic powers, and her Semblance to breeze through her foes.

But just then James looked behind him and saw another train car explode once detached and in turn saw the tunnels and holes it made allowing Grimm inside the tunnels. "Guys he's leading Grimm into the city!" James called out as everyone was shocked by this.

(Weiss)

"HE's right boss." Friday began as she ran the numbers. "The Train Carts detach and explode to make multiple openings for the Grimm and the train with its passengers shall lead them into the city." Friday explained as Weiss saw this.

"Great." Weiss said as she realized they were in trouble when this trains gets to Vale.

(Battle)

"We have to hurry!" James called out as he began to run down the train but also began to detail his plan. "Ok Hulk, Penny, Weiss; Ruby you guys are with me top side we need to locate Ultron as fast as possible while also stopping this train." James said as Weiss nodded as did Penny.

"Already working on that." Weiss said knowing Ultron had to be on this train.

"The rest of you go down below try to see if you can stop those bombs before they go off." James said as Francis nodded.

"You got it!" Francis said as it was time to fight their way out of this and to save Vale. Once they ran they split to handle their ongoing problem in order to stop Ultron.

(With Team A)

James was running with Hulk as Iron-Heart, Ms. Marvel, and the new Vision named Penny were going down the train. Ahead they saw the Iron-Monger knock offs activating as it was clear Ironwood had mass produced them. James then looked over to Hulk and knew what to do. "Hulk." James began as Hulk looked to the leader. "Smash." James ordered and thus Hulk smirked and sprinted torts the Iron-Mongers before he began to smash his way through the large suits of armor.

Hulk roared out and began smashing through the suits tearing them apart while Penny phased through them and forced the pilots out of said suits. James then jumped in firing Widow Magnum before he slashed through the Ultron Bots and bashed a few White Fang Members. Ruby as Ms. Marvel flew in next firing her Photon Blasts at the foes that came at them all.

They got rid of many of the major threats as they glared down the training knowing there was more yet to come.

(Meanwhile Team B)

WBY landed down below in the cart with the other Avengers joining in. Francis had his arrow aimed while Blake had the Widow Biters aimed at any possible foe. Pym was in normal size holding the throwing stars between his fingers while Torunn had her sword at the ready. Azari was with Yang as she looked around with Azari having the claws at the ready.

"You all know the plan find stop the train and smoke out Ultron." Francis said as Yang was ready to settle this with Ultron once and for all.

"Here." Weiss said as she tossed an ammo cartridge to Blake. "Should give you an edge." Weiss said as Blake nodded and loaded the bullets into her weapon.

The group then ran forward but they made it half-way before they met a threat. It was Neo as she looked to the group but also looked a tad bit worried. "The rest of you go on ahead, I'll handle her." Torunn said but Yang then elbowed Torunn.

"I think we can handle her teammate." Yang said as Torunn nodded before the two got ready to fight.

The others began to run on ahead as Pym shrunk down to keep up. But as Neo was about to attack she quickly back flipped when Yang fired off her weapon. This allowed the others to pass by but then Neo had to dodge Torun's sword strike and in turn slid away from the duo. Neo smirked a bit as the trio began to walk torts each other. Yang stood before the silent criminal and glared down on her as Torunn kept her distance sword at the ready.

Neo then smirked at Yang before the blond brawler attacked only for her punch to be deflected and be knocked back. Torunn then jumped in and began to swing her sword at Neo who dodged and avoided the attack. Torunn then swung down on Neo and in turn Neo jumped atop the sword.

Torunn smirked and used her powers causing the sword to release its thunder forcing Neo off it. Neo dodged and avoided the attacks as best she could when Yang joined the brawl as Neo was being forced back by this. She then blasted Torunn only for the Asgardian to grab the weapon and toss Neo aside. Neo fixed her landing but only to find herself nearly avoiding Yang's next volley of attacks.

Yang then sent a punch to Neo from above who then back flipped away to a crate only for Torunn to slamming her sword down unleashing a thunder wave at the ice cream themed girl. Neo was forced to jump off and carefully descent much like Mary Poppins does when using her own umbrella.

Torunn and Yang glared at her before they charged back into the fray with the jumping slippery ice cream criminal bitch.

(Meanwhile over with the others)

As the group kept running torts their destination or in Pym's case flying they were soon met with more opposition. First it was a large Ultron Bot who was no doubt one of Ultron's heavy hitters. The other was a large White Fang lieutenant who was dragging a chain-saw weapon. The weapon grinded on the ground as Azari and Weiss both saw the foes.

"The rest of you go on ahead!" Azari called out as and Weiss were going to provide a distraction. The Chainsaw psycho laughed a bit only to block a repulser Blast from Weiss. This allowed Pym, Francis, and Blake to pass by him while Azari kept chain saw psycho at bay.

Iron-Heart went for the Ultron-Bot as Azari was going to take on the White Fang brute. Weiss glared at her foe as her armor showed to have revolvers on the arms with each slot filled with different dust types.

"I've heard a lot about you, how they call you the Black Panther." The psycho said glaring at Azari who may have the reflexes of a Faunus but the psycho wasn't convinced seeing as the only thing Faunus like were his eyes. "But all I see is a dirty human playing Faunus hero." The man said as Azari then glared at him.

"I'm not a Faunus." Azari began as he then took a battle stance. "I'm a King!" Azari called out before attacking the foe with his claws bear to strike. In turn the two on two fight began as it was Azari and Weiss vs White Fang Lieutenant and the brute of an Ultron-Bot.

(Over with Blake, Francis, and Pym)

The trio arrived and saw Roman there waiting for them as was Ultron who turned to them with a glare. "Um hey kids I don't suppose it's out of the question to help those less fortunate then you?" Roman said only to flinch when Ultron glared at him.

Blake found it funny but right now they had a bigger threat to deal with as Ultron glared at the trio of Avengers. "The children as Anticipated." Ultron said assessing the situation. "Threat assessment complete." Ultron began as he scanned the trio. "Extreme Threats. Beginning termination." Ultron said only for Francis to fire off an arrow at Ultron.

"Yeah shut up tin can we beat you once we'll do it again." Francis said as Ultron then came of the smoke unscathed.

"Incorrect the Hulk was the one who had bested me thus I have taken him into consideration and calculated the best course to victory… end result. Ultron's imminent victory." Ultron said glaring at the trio.

"Well you're on Remnant now!" Blake called out as she charged in to fight. "And we aren't giving up our world without a fight!" Blake called out as Ultron saw her.

Ultron then went to stop her only for Blake to use her semblance which she left an explosive copy in her place. Ultron was blasted back by it as Roman then jumped in. But the result was Pym stinging Roman long enough for Francis to fire off another arrow at the criminal who was hit with an explosive arrow instead.

"Analysis Blake Belladonna SHIELD Identification confirmed codename: Black Widow." Ultron identified as Blake dodged another attack from Ultron. "Prior records daughter of Ghira and Kali Belladonna leaders of Menagerie and the founder of the White Fang." Ultron confirmed as Blake fired off her weapons as Ultron used a shield to block the attack from the former White Fang member who was now a SHIELD Agent. "Seen at many rallies for Faunus rights until the White Fang changed leadership and with it its way turned to terroristic acts." Ultron confirmed further as Blake then dodged another of Ultron's attack when he tried to blast her. All he ended up hitting was a stone clone of Blake.

"Do you ever stop talking?" Blake asked as she glared at Ultron. "I know what I did… but despite my actions I like to think I did some good also. I was the catalyst the created Iron-Heart after all." Blake said as she glared at Ultron who glared at her. "So say whatever you want I'm making a real difference now but as the Black Widow… an Agent of SHIELD but most of all I'm an Avenger!" Blake called out as she charged into battle head first as she began to duel wield Gambol Shroud and her Widow Bites to keep Ultron on his toes.

The weapons were no doubt enhanced as he noted gashes on his chaste. Luckily he had a Vibranium chaste ready for what was next as he fired beams at Blake. Nearby Francis grabbed Roman by his neck with his bow before tossing him over to the side. Pym flew and began stinging Roman till he got to his eyes. Pym then blew a raspberry at Roman only to try to attack.

But just then Roman began to cry out as he felt something crawling through him and biting him all over. HE began to freak out when Pym got free and laughed at him. "Meet my friend that ranked number 1 on every pain index the Bullet Ants." Pym boasted as the ants went on Roman as he took off his coat to try and get them off.

"Hey Roman!" Francis called out as when Roman looked it was lights out as his face was smacked by Francis' bow weapon.

"Alright!" Pym called out happy to see they beat him.

Back with Ultron and Blake Ultron managed to catch Blake's weapon and tossed her aside before pinning her to the wall. "A bolt statement, Blake Belladonna." Ultron said before tossing her to the wall. Ultron then went to punch her only for his fist to be caught in an ice statue. Ultron then tore the ice statue off the ground and smashed it on Blake who used her normal copy to take the hit instead. "But you're past actions cannot be so easily forgiven or forgotten!" Ultron called out as he fired a beam at Blake who quickly dodged it. "A bow upon your head, leaving the fang, and joining SHIELD cannot forgive your transgressions or hide the blood on your hands!" Ultron called out as he stood up tall.

"But if you so choose to continue this futility then you shall suffer for it, Avenger." Ultron said just then he was hit by an arrow from Francis.

"Not today robot!" Francis called out as Pym then flew in and began to sting him. Ultron tried to blast Pym with his mouth beam only for Pym to avoid it. Pym began running across Ultron's body before he grabbed a finger and flipped him using his smaller stature to his advantage. Ultron was then hit by Blake's next attack that send him to the wall and pinned him down.

Ultron then raised his head and got back up with sparks going off on his body showing he was damaged not that this current chaste was of any consequence. "You may not realize it but victory is assured for me." Ultron said as he looked to the three Avengers standing before him.

(Back with Weiss and Azari)

Weiss in her Iron-Heart armor was fighting against the large Ultron-Bot as she used Repulser Blasts infused with Dust adding it to her Glyphs. She then used her armor to make a barrier that protected her from the bots attack. She then fired a uni-beam at it sending it straight to the far wall.

Meanwhile Azari was using a combination of his bow staff and his claws to give the White Fang Lieutenant a run for his money as while the Chainsaw psycho may have the advantage in strength Azari had the benefit of his cat like speed and agility. Azari then sent a thunder infused attack at the brute sending him stumbling back as he then began to attack from multiple angles.

The Chainsaw wielding Faunus tried his best to hit the Avenger but it was clear he was taking every advantage he had in this battle. He then sent the Fanger tumbling to the ground before slamming down on him. The White Fang member got back up and glared at Azari before the Wakanda King could attack again. When Azari attacked the White Fang psycho grabbed him by the mouth. "Get over here you're highness!" he called out and slammed Azari to the ground. He then raised the chain saw up and slammed it down on Azari. Luckily Azari used his staff to block the attack as the friction created sparks between them.

Azari struggled to get free as Iron-Heart saw this and knew Azari was in trouble. "Azari!" Weiss called out only to be blasted back by the Ultron-Bot which was still active.

Azari growled out as the psycho laughed at Azari who was delaying the inevitable. "Once I'm done with you I'll be killing me a Schnee." The Psycho said as Azari kept his guard up as best he could. The saw was steadily getting closer to Azari as he pushed himself to keep the chainsaw at bay. "A king… no a chance… it's a shame they'll never know what they call you after today." The Psycho said as Azari's eyes began to change. "What did they call you again?" He laughed as Azari had enough.

"They call me…" Azari began before his eyes shot open and became slits. "THE BLACK PANTHER!" Azari roared out and blasted the Psycho back. "And I'm the King of Wakanda!" He roared out before sending his semblance made lighting panther at the brute that melded with Azari's thunder blast. The Brute was sent to the wall hard enough to knock him out as his aura has been exhausted against Azari.

Meanwhile Iron-Heart's gauntlets opened up to reveal handles that shot out which she caught. She then slammed them into her hips where hilts came out from and formed two Rapier weapons each equipped with revolvers both filled with different Dust.

Iron-Heart then brought in her Time-Dilution Dust and in turn charged at the Ultron-Bot while creating other Glyphs. She began to bounce off each of them as the Arc Energy of her Arc Reactor was boosting her Aura in battle. She then sliced and stabbed through the Ultron-Bot destroying it before landing behind the now offline killer robot of Ultron's.

Azari and Iron-Heart ran over to each other as the two smiled at each other for their long overdue victory. But the battle wasn't over as now they had to go deal with Ultron himself.

(Back with Torunn and Yang)

Torunn and Yang were going at Neo from two different Sides as Neo was starting to get worried as these two powerhouses were giving her a run for her money. Neo then managed to use Yang to blast Torunn back and began to overpower Yang fast. Neo proceeded to spin around Yang before she threw her to the ceiling hard enough to knock her out.

"Yang!" Torunn called out as she then saw Neo land. Torunn then roared out and charged at Neo before she managed to disarm her with her sword. The umbrella landed in the ceiling before falling behind some crates of weapons. Neo saw this as Torunn glared at Neo who then took a hand to hand combat stance.

Torunn then spun her swore before throwing it at Neo. Neo smirked and moved to catch the sword only to be wide eyed when instead of catching it the sword dragged her to the far wall where it stabbed into. Torunn then went at Neo and punched her in the face before grabbing her and slamming her down hard. Torunn wasn't done as she then grabbed Neo by the collar of her shirt and flung her across the floor. Neo then shattered upon impact to the wall where she then reappeared to stab Torunn in her arm.

Torunn cried out in pain from it before she glared and with her free arm slapped her across the ground. Neo was caught off guard when she saw Torunn take the blade out and saw how the injury wasn't even there anymore. Neo then saw the knocked out Yang and had an idea. But she had to act fast or else she was done for when this Avenger beats down Neo.

(Back at the Train's Caboose)

Ultron was getting back on his feet before the door burst open revealing Iron-Heart and Azari charging into the car. Ultron knew his machine had lost and had anticipated the animal enhanced organics being unable to deal with these children.

"You think you have me beat." Ultron began as he glared at the foes. "But you should all take heed in the organic saying… what doesn't kill me." Ultron began before a hand shot out through his chest before tearing him in two revealing another Ultron updated to look like his chaste from Earth but now clearly advanced and upgraded with Dust and Remnant technology.

"Only makes me stronger." Ultron finished through his new body before he blasted a hole in the car. He then flew out of it as he knew the train was about to reach its destination.

"Stop!" Iron-Heart called out only for Ultron to fly off to some new location for the endgame of his schemes.

"Come on we need to stop this train!" Francis called out as the group headed on ahead torts the controls knowing the train had to be stopped at all costs.

(Back with Torunn vs Neo)

Neo was holding her best but clearly she was no match for an Asgardian warrior's superior strength. Especially one who was the daughter of Asgard's current King Thor the God of Thunder and to some off world the Thunder Lord.

Torunn then punched Neo who then shattered only for Torunn to grab Neo before she could sneak attack her. Torunn then spun around and threw Neo to the crates as she then landed near her weapon. Torunn summed Storm-Bringer to her hand and charged at Neo before swinging her sword at Neo. Neo had grabbed her weapon and blocked the attack only to shatter instead.

Torunn was wide eyed when she saw Neo with a blade drawn ready to end Yang's life. "Yang!" Torunn called out as she charged at Neo to stop her. But just then a new sound was heard as Torunn saw a portal open and from it a masked woman appeared and slashed at Neo forcing her back before sheathing the sword once more. Neo was wide eyed when she saw the unknown woman rise up and glared at the criminal while trying to protect Yang.

The revolver of her sword began to spin before it released the handle allowing the woman to draw her sword again only this time a long red blade was drawn from it. Clearly the sword could fold in on itself to fit inside the sheath. The woman then held her sword ready for more and in turn Neo found quickly she was out of her league right now.

Torunn on one side and this mysterious woman on the other. Neo was in turn forced to flee as she vanished in a flash leaving the two sword wielders and the knocked out Yang. Torunn began to walk over to the woman as she was grateful for the help. "You have my thanks stranger." Torunn began while she got the woman's attention. "If you had not appeared Yang would have-." Torunn began only to find the woman sword pointed at her neck.

Torunn knew this woman was not going to be here long as she took one last look over to Yang. The woman eased back as Torunn did as well before the masked woman opened a portal. Once she did she sheathed her sword and began to make her way through the dark black hole portal. Yang of course began to come to as she saw the woman take her leave.

"Yang!" Torunn called out as she headed over to Yang. "Are you well?" Torunn asked as Yang smiled a bit.

"Depend is your ass still a fine firm sculpture?" Yang flirted as Torunn rolled her eyes to Yang's antics here.

"Come on we need to meet up with the others." Torunn said as they had to move fast if they want to have enough time to stop Ultron's grand scheme.

(Back at the top with James, Ruby, Hulk, and Penny)

Hulk was seen smashing another mech suit while James and Ruby were finishing off another. Penny managed to phase through the one Hulk was smashing and knocked him out adding him to the other White Fang Members they had defeated. Penny then fired a beam at the last mech as this caused damage to its targeting system.

James and Ruby were soon on either side of the last mech and got their weapons ready to finish it off. The two then fired off their shots from Widow Magnum and Crescent Rose before Ruby proceeded to fire a photon beam from her hands causing the mech to explode from the waist down and fall off the train. Hulk roared out as he grabbed the last few mechs and smashed them together forcing them to start to fall back which angered Hulk further.

"HULK SMASH!" Hulk roared as he then slammed his hands together creating a sonic boom that knocked the mechs off the train.

"Hulk regroup!" James called out as Hulk nodded before he went to the front of the train with Penny, James, and Ruby.

Soon all the Avengers gathered at the front of the train topside as they saw what was coming and that was a dead end. They were all wide eyed at this before Ruby and Weiss nodded to each other. Iron-Heart then used her semblance to make an ice barrier around them all including Hulk before using her armor to make a barrier around them as a second lair. Ruby then added her photons to the barrier to enhance it while Azari and Torunn worked to keep Iron-Heart's armor charged up.

"Brace yourselves!" James called out as he had his shield up while Pym hid in small form with James, Yang, Blake, and Francis behind the mentioned shield knowing what was coming next. Hulk knowing this as well wrapped his arms around his four puny friend to shield them with his body knowing he could tank the crash that was coming.

As the train approached it was evident they were going to crash and thus in turn when it happened they were all ready for it. When the crash happened for many of them it all went white with along beeping sound that signaled their ears ringing from the crash.

(Later)

Hulk was heard roaring as the Avengers began to come to. Ruby was the first to awaken as she saw her teammates of RWBY getting up. Iron-Heart's armor was miraculously in one piece no doubt able to tank worse than that. In fact Weiss though a bit shaky was still moving as she gave a thumbs up to Ruby.

James saw his own teammates as Torunn was already back on her feet as Penny phased through the rubble having gone intangible to avoid lasting damage. Francis was with Yang as the two were coughing while Pym was also awake being cradled by Hulk. Blake was with Azari as the two were already on their feet while James began to get back on his feet as well.

Alarms were sounding all over as the Avengers looked around and were horrified to find that the evacuation wasn't finished. In fact despite not being as many as intended this part of the city was still filled with people.

"Please tell me we got Ultron." James said hoping they managed to get him in time before the train crashed. People saw the situation as some of them took pictures whole others recorded it on their scrolls. Just then chaos hit as the ground began to shake originating at the rubble of the train crash.

Just then the ground burst open with not only Grimm but Ultron's mass produced robots as they flew out while leading the Grimm into battle. Ultron was the last to come out as he floated out with a red glow around him just like how he did when the Next Avengers first met the android.

The Androids began to hover while others attacked the people of Vale aiding the Grimm in this resulting battle. "Now you see Avengers." Ultron was heard as his many forms all spoke at once while Ultron prime hovered torts the Avengers. "Your defeat was inevitable." Ultron said as the attack on Vale continued beginning with the breach caused by Ultron. "You rose only to fall in the end." Ultron said as the panic attracted the Grimm to Vale. "You Avengers your very existence is the source of chaos the organic life who live upon this world continue to spawn chaos and in turn the Grimm are attracted to the Chaos." Ultron spoke as it was clear what his end game was.

"Vale shall fall and burn with the flames of your failure and in turn I shall remove from this world the source of the chaos. Humans, Faunus; Organics… they are the disease upon a perfect world a singular program and the Grimm… are the symptoms of this disease." Ultron spoke showing he was not playing games with these children.

Francis of course fired off an arrow at an Ultron-bot while Yang fired at another one. "And when this world is purged of all chaos and the dust settles the only thing that shall remain living in this world, will be the Grimm and Metal." Ultron said as the Grimm began the onslaught upon Vale.

"No…" Weiss said as she got back up and glared at Ultron. "I won't let you." Weiss said as she glared at Ultron.

"None of us will." Ruby said as she wasn't giving up without a fight.

"You will not be victorious Ultron!" Torunn roared out before James came in.

"So long as we draw breath… we won't let you win without a fight." James said showing even if it's his own death he's walking into he's going to fight on.

"And if we can't save Remnant and all life living in this world we call home…" Yang continued as Hulk then came in.

"Then we avenge it!" Hulk roared out as he punched his fist together before Weiss stood back up and spoke up next.

"I caused this… and with my team backing me up… I will fix it!" Weiss said as the Avengers then took a battle stance.

"Then do the honors." James said as Weiss nodded to this.

"AVENGERS! ASSEMBLE!" Weiss roared out as Iron-Heart because now the final battle against Ultron has begun and the Avengers have now at long last assembled to save Remnant from the Age of Ultron.

(TBC)

ESKK: Cliffhanger boy am I evil on that. Now then I hope you all enjoyed it as we now enter the final part of the Ultron Uprising Arc. Now than before leaving please leave a review and with the call made you all know what to do. Now AVENGERS ASSEMBLE!


	19. Chapter 19 The End of Ultron

Next Avengers Heroes of Remnant

ESKK: Yes we are here the long awaited finale of the Ultron saga. It took a lot of blood sweat and tears but we are here. But now it's time so without further delay everyone say it together Avengers Assemble!

(Start the Chapter Opening Prologue)

'There came a day unlike any other, when Remnant's mightiest heroes, Huntsmen, and Huntresses had found themselves united against a common threat, to fight the foes no single hero could withstand. And on that day the Avengers were born.'

'The invincible Armored Iron-Heart, Torunn Princess of Storms, The Incredible Hulk; strongest one there is, and Captain Vale: The First Avenger.'

(Start Opening Sequence)

*Insert Boku No Hero Academia/My Hero Academia OP 1: The Day English Dub Nathan Sharp

The song began as light shined down revealing the images of Thor, Captain America, The Hulk, and Iron-Man as they stood facing the light side by side. The Big Four or the original Four Avengers were famous to many who knew their tale. With them Summer Rose stood as it seemed a wind was blowing as the five were overshadowing five others. Torunn, James, Forest, Weiss, and Ruby stood in the shadow of Thor, Captain America, Hulk, and Iron-Man respectively as if they were just waiting to step out of their predecessor shadow.

-You see the sun rise! A new day upon you! You bite your nails and! Your knees start to tremble-

The four began to stand up in full combat uniforms ready to jump into battle. They looked to the ones whose names they carry with them into battle as they each began to reach for the fallen heroes one by one. James reached for Captain America, Ruby reached for Summer Rose, Forest reached for the previous Hulk, Torunn reached for Thor, and Weiss reached for Iron-Man.

-The time is upon you! To show them what you can do! And soon they will know that! The day has come!-

As they reached for their predecessors almost as if they sensed them the five turned to those behind them. As they reached the image shattered to show the Avengers crest before it switched over to the team Assembling. Then it began to show them all falling from the sky one by one. OF course right now it was only James and Ruby falling as the screen began to list off the other teams. Particularly RWBY, JNPR, CFVY, and the Avengers. When it showed RWBY Weiss was shown to be in her Iron-Heart Armor with Rapier in a free hand while Blake was dressed in a black outfit fit for the infamous 'Black Widow,' and Yang was on her bike Bumblebee. Next was JNPR as it showed Jaune as he was stepping into a large bulky armor similar to Iron-Heart but more combat based, then it showed Nora as she picked up Mjolnir laughing like the insane yet random girl she was, and Pyrrha leading them similar to James, then it showed CVFY but as normal save for Velvet who was holding a potted plant that had a face on it.

-Late into the night I hear it storming! And end to the rain! Is what I pray and I'm hoping! Now I feel the pressure of the city! Oh how it eats me whole!-

Torunn was in the middle of the forest as her sword was stabbed into a stone. It was storming before she was seen grabbing her sword and raising it to the ready with thunder strikes about. Next was James as he sat alone in a church of sorts until the doors opened and from it Ruby walked in. She sat next to him and the two ended up looking to the American Flag held by Captain America himself.

-So many names and faces! Sleepless nights spent in unknown places! And every day I walk straight into the great unknown!-

The scene showed Weiss in a part for high class before it switched to her in her lab and then donning the Iron-Heart armor into the sky. It then showed Forest as he ran away from Atlas knowing everyone was after him for the actions of the Hulk.

-I'm not to blame! I'm gonna take a stand! You say my name! I'm telling you to reach out and finally take my hand!-

The scene then began to show a run of Blake and Francis as the new Black Widow and Hawkeye as they infiltrated a White Fang Base before they saw a hidden symbol. A symbol belonging to Hydra, then it shifted to Azari and Yang as they took on a few grim with Azari being the fast thunder one and Yang being the strong fire one. It was followed by Pym as he studied the Pym Particles and noted something smaller than even the atoms that make up their world. Through it all though the scene showed Torunn and Cinder through their lives facing away from each other. Torunn with the images of Ultron's attack followed by her growing up and finally receiving her true Asgardian garb while behind her Cinder's life was in full view, first her youth unknown as it is, then the day she stole Amber's Maiden Power, followed by her current self as it shifted to one that donned her father's old outfit, and finally an outfit fit for the Goddess of the Dead Hela.

The scene then shattered as the two turned around torts each other with Torunn swinging her sword and Hela/Cinder meeting it with Loki's staff.

-Colliding fists they're what gonna make you! You grit your teeth or they gonna break you! The time is upon you to show them what you can do! You breaking the mold to show you're not them!-

The scene began to go through a montage of sorts showing each of the Avengers, RWBY, and JNPR in battle. Iron-Heart was seen flying around while using her Glyphs to fire off ice spikes and fireballs before War-Machine flew in flying back to back with Iron-Heart before using the Krokia Maars shield to give them cover. Following it was Hulk as he and Yang smashed things together as the two were like a punching dynamic duo. Next up was Francis and Blake as Blake had accepted the role as Black Widow and showed why she was made for the role as Francis fired arrows at Grimm and what appeared to be the Chitari.

Next up was Pym, Azari, and Ren as the trio fought together taking on whatever foe was coming their way using their skills, semblances, and Pym Particles as Pym then uppercut a Nevermore by going big. Then it was Nora, Pyrrha, and Torunn as Torunn and Nora fought side by side before ending up switching weapons as Nora had Mjolnir. Torunn took her sword back and tossed Mjolnir over to Nora before Pyrrha jumped in. Pyrrha then used her semblance to take on multiple foes as the steel and iron took them all down at once. Finally it showed James and Ruby as the two took down a large number of foes until the Red Skull was seen followed by Ultron then Salem in the outfit her father forged for her, and many more great evils to Remnant.

-Will we break through I don't know don't know! The bell are ringing come out and play now! The time is upon you to show them what you can do and soon they will know that, The Day has come!-

The Avengers, RWBY, and JNPR all gathered together as soon Spider-Girl jumped in followed by Laura Kinney AKA Wolverine. Jaune was in the War-Machine armor as Nora wielded Mjolnir proving further that she was worthy of it much like Torunn's Sword. James then raised his shield and in turn the group charged in and began their battle with their foes as Ruby began to glow almost like Captain Marvel.

The song began to end with a small montage of each current Avengers as well as a few possible heroes to appear later down the line. It then ended with the Logo as it had the title of this series but with each of the Avengers gathered around it.

NEXT AVENGERS HEROES OF REMNANT

*End Opening Sequence

(Start Asgard Throne Room Thor)

Thor has seen many things in his immortal life and fought a great deal of battles as well. From facing gods of other Pantheons to even facing eldritch monsters from the stars Thor had did it all. As an Avenger he had done a great deal of good for Midgard and even more for planets afar. In the past Thor was arrogant he shall not deny and that arrogance had nearly sparked another war. But from his mistakes he had learned from them and grew wiser from them.

But he always believed that his greatest power wasn't his hammer nor the power of the all father no it was more than that. As a hero he knew his greatest power was learning and the unity he shared with the other Avengers but with the birth of his daughter… he knew his greatest power his greatest gift both his own and to the universe was Torunn. Despite what some would say Thor knew Torunn was powerful even more so then himself. Mjolnir wasn't the source of Thor's power it was just a focus and so too was Torunn's sword.

Yes those who would wield it and were worthy would gain his power but not at the level of Thor himself. So when he had been approached by Remnant's God of Light the request he had made to Thor was an odd one. He was both worried and proud of his daughter for aiding a world that though not her own needed the Avengers. So when Thor granted the boon to the God of Light Midgard was now Remnant and Asgard could now access it through the Bifrost. Despite that though he had watched over his daughter from afar and seen her make many friends and allies.

Yes he knew James, Ruby, and Nora were worthy of her sword and so too was Penny yet he did not fault her for that. Nora was a surprise and she fought very much like Thor had so long ago so it was a question of what to do with it. Thor looked upon Mjolnir and remembered all the battles he had fought with it and knew the time for the hammer to find a new worthy wielder was upon them.

"Well old friend… this is it I suppose." Thor said before the doors to the throne room opened and from it Sif walked in.

"Talking to your hammer or observing our daughter husband?" Sif asked as she walked in causing Thor to smile.

"A bit of both this time." Thor responded as Sif saw the way Thor held the hammer.

"Then I suppose it's time to part with the hammer?" Sif asked as Thor nodded as neither were worried. After all Thor had Stormbreaker to fall back upon so he was worried not.

"Yes and in turn I know who would wield my hammer honorably." Thor said as Sif knew who the hammer would fall to.

"Well then let us see if the young Valkyrie is indeed worthy of your hammer." Sif said as she was curious to see what Nora Valkyrie would do with Mjolnir.

(Scene Break Beacon)

Jaune was heard yawning as he and his teammates of Team JNPR was walking in. "So no word from the others?" Jaune asked as he led the group.

"No Team RWBY and the Avengers are still MIA, I'm afraid." Pyrrha said as she was worried for them seeing as they had missed the dance after the incident with Ultron.

"Perhaps they are in hiding considering the public backlash of their excursion in Vale and the battle that lead to Hulk going berserk." Ren said as he walked by as Nora was skipping behind the team.

"Their probably fine." Nora said not worried one bit about the two missing teams despite the fact they had her favorite smashing buddies with them.

"I don't know it's just a feeling ok." Jaune said as he was clearly worried for them.

"Jaune we best focus on our own mission for now." Pyrrha began only for them to hear thunder from the sky. Nora smiled at it but the way it boomed was unnatural.

Just then something was seen flying in from above causing the four to become warry of it. Soon the item landed near them causing the group to hide behind Jaune and Pyrrha's shield. When the smoke began to settle though Nora was the first to look as she saw a hammer lodged into a stone.

"What the heck?" Jaune asked as they all walked over to the hammer in the stone.

"Odd." Ren said as he inspected it as Jaune then put his hand on the hilt.

"Ok someone is probably punking us." Jaune said as he tried to take the hammer but it would not budge. He then growled and pulled but again the hammer was stuck; good.

"Let me try." Pyrrha said grabbing the hammer but like Jaune it would no move. In fact she even used her semblance and the hammer was unmoving.

"Perhaps we should get someone." Ren said only for Nora to jump in.

"MY TURN!" Nora called out as she then pushed Pyrrha and grabbed the hammer.

"Nora." Ren began only for his words to die in his mouth when Nora pulled out the hammer and laughed.

"I'm queen the hammer I'm queen of the hammer!" Nora sang a bit as she then went star eyes when the hammer started to produce thunder for her. "Oh I like this!" Nora said as she then slammed the hammer down causing it to shake the ground a bit and even brought a bolt of lightning.

The lightning bolt hit someone on Beacon Grounds as it was one everyone in Beacon knew and smiled about when it happened. "GAUH MY LEGS MY GOD WHY MY LEGS?!" Cardin was heard from afar at the location of the bolts attack as if he wasn't zapped then in all likely hood the bolt hit something that in turn got his legs.

"I have the…" Nora began before a bolt of thunder hit her and in turn she vanished.

"NORA!" Jaune, Pyrrha, and Ren called out in a panic from it.

"Where did she go?" Pyrrha asked as this wasn't making sense. But before any guesses could be made another bolt of lightning hit the ground but instead of Nora it was a woman in silver armor.

"Are you Jaune of Arks, Pyrrha of the Nikos, and Lie Ren?" The woman asked as the trio were on edge.

"Y-yes." Jaune said ready to draw his sword in case this woman would come for them next.

"I am Valkyrie I have a message from Thor Odinson King of Asgard." She began before she began to deliver the message. "My king had desired to speak with Nora personally but do not worry she will be with you again in the coming battle." The woman now named Valkyrie said to the trio of Huntsman in training.

"About what?" Ren asked worried for Nora causing an incident with this unknown King.

"Her new ownership of his hammer." Valkyrie explained causing the trio to go wide eyed.

Just then an explosion was heard from afar as they looked and saw smoke coming from Vale. It was then followed by sirens going off signaling a Grimm attack as the trio saw this. "Go she will meet with you there." Valkyrie said as Jaune looked and nodded.

"You better not be lying." Jaune said before they boarded a Bulwark knowing they had to save Vale from the Grimm's attack.

(Nearby with Cinder's group)

"We have a problem." Cinder said as she looked to a message from Neo as they group looked to the chaos going on.

"Help… killer robot hijacked plan." Emerald read as she even had a picture of Ultron on it.

"Hey isn't that the robot from the other day?" Mercury asked as Cinder nodded.

"And by the looks of it he not only hijacked your plan but instigated it early." Emerald said as Mercury was worried now.

"What do we do?" Mercury asked knowing they had to do something about the current situation.

(Scene Break Vale)

A King Taijitu roared out as Hulk had grabbed one head and flung the massive two headed snake about smashing it taking out the other Grimm and the Ultron-Bots. It was then followed by Pym going big and pulling a Nevermore down from its back. Following it up was Francis firing off arrows at his foes as the arrows hit the many Grimm and caused them to explode everywhere.

Next up was Torunn as he raised her sword and brought it down leaving a trail of lighting with the slash before throwing her sword at a large Ursa. She then called her sword back before spinning with it in her hand slashing multiple Grimm at once. Ruby of course with a combination of Photons and Crescent Rose shot, sliced, and blasted the Grimm that came her way with ease.

Yang then jumped onto the back of an Ursa and punched it back until Azari came in and fug his claws into its chest. Once he did this he tore through causing the Grimm to turn to dust and have him and Yang back to back. The two then went off on the Ultron-Bots showing them why they were the Avengers and the bots were scrap metal to them. Next up was Weiss or Iron-Heart as she flew around firing her Dust Crystals out at multiple foes with ease. She even fired flares to hit multiple Grimm allowing her a wide range of combat through the armor.

Next was James and Blake as the two super soldiers shot, slashed, or bashed the Grimm and Ultron-Bots. The way they moved was a joint effort as James bashed a Grimm with his shield before Blake used said shield as a spring board and hit more of their many foes. James then shot up a few Grimm before slashing through them and following it up with a powerful kick to an Ultron-Bot.

Iron-Heart then saw civilian's before she landed before them and made an Arc powered barrier. "Run!" Iron-Heart ordered as the civilians did as told and ran for cover.

(Meanwhile nearby with Ultron)

Ultron observed the battle as he saw what was happening. His plans was coming to fruition before a new voice was heard. "Ultron." Penny called out as Ultron looked and saw Penny floating torts him.

"Penny." Ultron said as he saw the only being on Remnant who was like him. "They truly have taken everything from me now." Ultron said as all he had left was the mission directive.

"Ultron you set the terms you can chance them." Penny said hoping to reason with Ultron somehow.

"Acknowledged." Ultron said before he went to grab Penny who glared at him. Penny then grabbed Ultron's head and in turn began to do what she needed to do. From their shared perspective the net blocks was being properly surged as Penny burned Ultron off the net. Ultron began to malfunction as he tried to stop Penny's actions against him.

Nearby James tore the arm off an Ultron bot after flipping it over while Torunn sliced through more of them and Ruby with her speed bashed her way through many Ultron-bots destroying them all. Iron-Heart observed the situation while blasting another Grimm and Ultron-Bot as she needed an update.

(Weiss)

"Friday give me an update on Penny and Ultron." Weiss ordered as Friday was already on it.

"Boss its working Penny is burning Ultron out of the net he won't be able to escape through there." Friday said as Weiss smiled seeing that they now had a chance to defeat Ultron.

(Penny vs Ultron)

As Penny was finishing the job she was then wide eyed when she saw something inside Ultron's mind. Penny finished the job and began to float away rebooting herself knowing full well she had to tell the others what she found right now. Ultron grabbed his head and quickly found he could not reconnect to Remnant Net.

"You shut me out!" Ultron called out as he then grabbed Penny by the neck. "Do you honestly believe that will stop me!?" Ultron asked before slamming Penny to the ground.

"No but we'll keep breaking you until you stay down!" Weiss was heard as she blasted Ultron away from Penny.

Penny began to come to as she looked to Iron-Heart in a panic. "Weiss the situation is far more, dire then we thought!" Penny called out as Weiss was confused.

"Why?" Weiss asked trying to figure out how this could be any worse.

"Because Ultron has a bomb inside his current form and one that will level Vale if it goes off!" Penny called out in a panic as everyone on the communications heard this.

"WHAT!?" They all cried out at what Ultron was doing.

"Yes the bomb inside him is meant to turn Vale into molten metal or some metal like allow in which he won't just use it to build himself a new form but use the material to build himself an army to conquer Vale." Penny said as that was horrifying and efficient on Ultron's part.

(Weiss)

"Boss she's right I'm detecting a steady buildup of energy inside Ultron." Friday confirmed as Weiss scowled at this newfound information.

"If it's not one thing it's something else." Weiss ranted showing she did not enjoy this surprise in any way.

(Battle)

Iron-Heart then flew up as they had to stop Ultron before his bomb is full charged. As Weiss flew about she fired at multiple foes knowing it was a race against time to stop Ultron now. "Boss we have airborne heading for the square." Friday said as Weiss knew who it would hit.

(James and Ruby)

James and Ruby were fighting against multiple Grimm and Ultron-Bots at once as soon two of them bashed into James allowing Ruby to fire at it to destroy them. "James Ruby you two have incoming!" Weiss called out as Ruby rolled her eyes to this.

"Incoming already came." James said as he began to get back up to fight. "Ok everyone we all have a job to do, tear apart every Ultron-Bot and Grimm you find focus on the robots mind you. If you get hurt then hurt them back harder and if you get killed…" James began as Ruby agreed with James seeing as Ultron was arming a bomb right now. "Walk it off." James said but Azari disagreed.

(Azari)

"Um we're kind of outnumbered how do we win this?" Azari asked but just then thunder was heard from above as they all looked to the sky.

(Torunn)

Torunn flew about but saw she wasn't causing the thunder strike this time as soon something came from above. A Bifrost and if that was the case… her father sent help. As the light was covering the helps image a familiar grenade launcher went off firing heart tipped ammo. It was then followed by a familiar hammer that hit multiple Ultron-Bots at once before returning to a familiar hand.

From the Light Nora came in and was laughing her ass off as she was ready to kick some ass. "NORA SMASH!" Nora called out as she then slammed the two hammers together creating a powerful thunder shockwave that took out multiple Grimm at once. She was now dressed in Asgardian armor akin to that of her father's armor when Mjolnir was wielded by an old fire of his, Jane Foster.

Nora then flew at a large Grimm and slammed Mjolnir on its head so hard that the Grimm's head was splattered before she threw the hammer at the other head and easily destroyed said head. Just then the rest of Team JNPR joined in as even Ren found himself laughing when he saw what Nora did and was able to do now.

"Well you're all screwed now." Ren said as Nora now has the power of Thor by her side.

Team JNPR then landed as they took a battle stance as Nora was duel wielding Mjolnir and Magnhild for battle. Pyrrha then landed as she got ready for combat and took charge. "Let's move!" Pyrrah called out as she and JNPR then charged in leaving Jaune behind.

Jaune sighed before he began to jog into the fray ready to fight. Nora was nearby with Ren as clearly she was using the Mjolnir just as, good if not better then Thor had when he wielded it. She was clearly using the hammer to its full advantage with her semblance as she was may have some Asgardian Blood in her judging by how she moves. Ren slashed his way through the foes as Nora was currently the queen of Hammers right now.

Jaune kept jogging looking for a foe to take as he was ready. "Ok who's first?" Jaune asked before an Ultron-Bot landed before him and blasted him away denting his shield. Jaune was wide eyed as the Ultron-Bot began to make its way torts the clumsy Knight. Jaune gulped a bit as the Ultron-Bot analyzed Jaune.

"Assessing." The Ultron-Bot began as he quickly scanned Jaune. "Possible Threat… commence elimination!" Ultron-Bot said as Jaune heard this.

"Elimination!?" Jaune asked as he was horrified that he was being offed for being a minor or possible threat.

Nearby Pyrrha took out some Ultron-Bots and Grimm with skills that earned her position as a champion. When she stabbed a Creeper through the mouth she looked over to Jaune and saw him taking on an Ultron-Bot.

Jaune was easing back as the Ultron-Bot through Ultron himself saw Jaune as a minor threat and thus saw no reason to waste energy destroying him. In other words he will one shot the boy and be done with it. "Ok let's do this!" Jaune called out as he then roared out and slashed at the Ultron-Bot only for the Bot to catch the arm with ease. The Ultron-Bot lifted Jaune by the arm and his scared face reflected off the robots metal face. "Uh-oh." Jaune said realizing the Ultron-Bot wasn't impressed.

"Predictable extermination commence." the Ultron-Bot said as his visor began to glow no doubt charging a beam.

"Jaune!" Pyrrha cried out trying to use her semblance to help him hut was shot at by another Ultron-Bot.

Jaune was about to scream before the Ultron-Bot was blasted and destroyed by a Repulser blast curtesy of Iron-Heart dropping Jaune on his rear end. "My hero." Jaune said as Iron-Heart then grabbed Jaune.

"Nope." Iron-Heart said before flying off with Jaune to get him out of the way of battle.

(Avengers Tower)

Iron-Heart then dropped Jaune off and glared at him a bit. "You stay here and stay out of the way." Weiss ordered as her visor opened up.

"What I can help!?" Jaune called out before Iron-Heart pushed him down with ease.

"Yes sure when you can keep on your feet when I'm not even using my armors ability to enhance my strength." Weiss said as her visor then closed back down. "We have a job to do and we can't do our job and babysit you at the same time." Iron-Heart said as she got ready to fly off. "Stay here and stay out of it. It's for your own good." Iron-Heart said as she glared a bit.

"But I improved!" Jaune tried to reason but Iron-Heart then summed a Glyph to push Jaune down again.

"Yes you improved like a combat school student would in his first year before the big ones like Beacon." Iron-Heart scolded as she then looked to him. "You know considering you never been to one before Beacon." Iron-Heart said as Jaune was shocked by what Weiss said.

"How long did you?" Jaune began as Iron-Heart walked away.

"Since the beginning. I have armors and contingencies for everyone in Beacon… except you. No offense Jaune but your way out of your league here. Best you go home." Iron-Heart said before she flew off. She honestly didn't hate Jaune but she knew he was way out of his depth he wasn't ready for Beacon and he sure as hell wasn't ready to play hero.

(With Jaune)

"Oh come on!" Jaune called out as he then went for the door and tried to open it to the elevator key word tried.

"Sorry Mr. Arc Ms. Schnee has locked you in until the danger has passed." Friday said as Jaune then hit the Elevator doors in a fit of rage.

"Come on let me out!" Jaune called out as he had to help his friends.

"Sorry Ms. Schnee's orders you are not to leave unless it's to get you and everyone else out of Vale or until the Danger has passed." Friday repeated as Jaune was trapped until the parameters Friday mentioned were met.

Jaune then grabbed a chair and roared out as he threw it to a nearby wall. Somehow he missed and opened up a large pod to reveal a large suit of armor, an armor covered in weapons. Jaune saw the markings on the outside of the pod and began to read it. "War Machine." Jaune said as he was surprised since for all of Weiss's preaching of removing weapons… she had an armor that's was the very thing she was trying to remove from her families legacy.

Jaune then had an idea on how to get out seeing as the launch pad wasn't locked he had an exit and a getaway car… or a getaway armor in the case of War Machine.

(Back to the Breach Battle)

Yang was taking on multiple foes at once as she was then slammed by another Grimm. But as Yang got back up she knew they had to take out the Ultron-Bots but the Grimm were getting in the way. Just then a web shot out and hit the Grimm's face blinding it and in turn allowing Yang to finish it off. Just then a web line hit a light post and swinging to the top was Spider-Woman AKA Annie May Parker.

"Hey what did I miss?" Spider-Woman asked as Yang then pointed to the crowd. "Oh jeez the robot apocalypse everyone called me crazy for saying it was coming. It just grinds my gears that I was right." Annie said making a pun as Yang actually laughed to it. "Finally someone with a sense of humor!" Spider-Woman called out before her spider-sense went off allowing her to dodge another Ultron-Bot.

"Well I hope you got some help because we need it, web head." Yang said as Spider-Woman smiled under her mask.

"Don't worry I did." Spider-Woman said as soon a black cloak was seen flying through the air. Then from it glowing daggers shot out as it revealed a young black man in a cloak and a Caucasian blond haired girl in white walked out of the cloak.

"Who are they?" Yang asked as Spider-Woman smiled to the blond brawler.

"Meet Cloak and Dagger." Spider-Woman said the Cloak was obvious enough to identify as this Cloak but Dagger made herself known by summoning her daggers.

"Nice." Yang said as she smiled to this.

(With Blake)

Blake was firing at every foe she came across and used the batons SHIELD provided her but the Grimm were starting to hound her. But just then she heard a savage roar and looked in time to see a yellow blur go at the Grimm. She got a closer look and saw a girl in an odd yellow outfit with what she saw as twin metal claws shooting out from her fists between her knuckles.

She then jumped off and allowed a third claw to shoot out from her foot that she then used to slit the Grimm's neck. "Way to go Laura!" A second voice called out as she saw a girl clearly a side-kick but with a Wolverine Faunus accompanying her.

"Gabby what did we talk about with Code Names?!" Laura asked as the masked Girl Gabby then hit her head.

"Sorry Wolverine!" Gabby called out as the Faunus with her elbowed her.

"Let's go Honey Badger." The Faunus said smiling to Gabby.

"Ok then let's go Jonathan!" Gabby or Honey Badger called out as she had her own claws but made of bone shoot out from her knuckles. One singular claw for both hands it would seem while Jonathan extended his claws and charged into the fight while roaring out.

"Who are?" Blake asked as Laura or Wolverine then landed next to Blake.

"Let's keep to code names I'm Wolverine, that's Honey Badger, and he's Jonathan and we're here to help." Wolverine said pointing out each hero even through Jonathan didn't seem to use a codename as Blake then heard Gabby and Jonathan laughing as they tore up the Grimm and Ultron-Bots.

"Wow it's like watching an animal like Nora." Blake said as some would call Gabby or Honey Badger a cinnamon-roll.

"Come on Black Widow!" Wolverine called out as she charged back into the fray with her long brown hair flowing behind her into the fight.

"Right!" Blake called out as they had a job to do and that was to stop Ultron from destroying Vale.

(With Ruby)

Ruby was blasting and firing her way through the Ultron-Bots as she used a combination of her abilities as Ms. Marvel and her skills with Crescent Rose to do some damage to Ultron. Ruby then heard screaming and saw atop a building a girl being attacked by Grimm and Ultron-Bots. Ruby then went to save her as she began to panic. But just then the girl began to fall as Ruby panicked further.

"NO!" Ruby called out before the building window shattered and from it a man with his arms bear showing a tattoo that went to his chest, fingerless leather gloves, pants with straps hanging off the side as well as combat boots and knee guards, a zip up vest that wasn't zipped up and showed off his muscles and tattoo, and what appeared to be a Grimm Mask similar to the White Fangs. He caught the human girl and landed on the ground before his fists shot out two claws with a third under his wrist.

He then used those claws to maul the Ultron-Bots and Grimm before he snapped a bots neck and roared out. "Go now!" He ordered as the girl nodded and ran to safety.

"Who the heck are you?!" Ruby asked as she saw the guy here.

"Don't let the mask fool you." He said pointing to the White Fang Mask. "I just thought it was cool but you can call me Daken." The now identified Daken said as he then looked to Ruby.

"I'm Ru… I mean Ms. Marvel." Ruby introduced knowing how the code name thing wasn't for everyone.

"Ok then Ms. Marvel fix your introductions for next time." Daken said as Ruby cursed knowing she was nearly caught there. "We need to clear up this city stat." Daken said before he and Ruby rejoined the fray of the fight.

"Ok let's go then!" Ruby called out as she followed after Daken to rejoin the fight.

(Back over with Iron-Heart)

Weiss had rejoined the fight after dropping off Jaune and was firing her repulser blasts at the Grimm and Ultron-Bots. She then flew forth and did slide while firing off another Repulser Blast at them. Iron-Heart was soon being surrounded by Ultron-Bots before a new voice was heard.

"Enemy Dismantled!" A girl called out and in turn the Ultron-Bots fell to pieces surprising the heroin.

Just then Weiss looked and saw a group of teenagers running to the fray with one of them being accompanied by… a Velociraptor with a huge bull-ring on its nose. One of them was a girl clearly unused to things here while another girl of a similar age went with her. The older kids a white skinned blond haired young man with mechanical gauntlets, a Goth like girl with a scepter or a staff, a girl who turned into rainbow like energy and fired off beams at their foes, and what appeared to be a Hispanic young man.

"Hey Nico next time we agree to runaway let's keep it to our Earth and not this one!" The boy called out as a flamethrower shot out from his gauntlets.

"Oh shut up Chase!" The girl named Nico countered as she, bashed her staff over a Grimm's head when it tried attacking before firing off a crossbow at it.

"Sick'em Old Lace!" Chase ordered as the Velociraptor went after the Grimm and began to maul them.

"In coming!" The little girl called out and literally punched a Grimm through the building.

"Way to go Molly!" The rainbow girl called out as Molly smiled to the praise before scowling.

"It's Princess Powerful!" She called out as Chase smirked a bit.

"I thought it was Bruiser." Chase laughed as Molly then roared out and attacked more Grimm roaming about.

"Victor try falling back we don't know if it's the same…" Nico began as Victor nodded.

"See you all at the leapfrog." Victor said as then Iron-Heart blasted a Grimm trying to attack from behind.

"What are you kids doing here?!" Weiss demanded retracting her face plate.

"Um helping!" Molly said as she looked up to Weiss.

"Look there is a time to help and a time to." Weiss began only for Karolina to blast another Grimm.

"Looks like you could use all the help you could get Ice Queen." Nico said as she looked to Weiss with a smirk.

"She's a Queen?" The rose using girl asked as Nico sighed.

"No, Klara it's what social media called her." Nico clarified as she then looked back to Iron-Heart. "Right now the city is being torn apart and you need all the help you guys can get. So… mind if the Runaways crash this major battle?" Nico asked as the Runaway's regroup as a dark skinned girl in a violet suit appeared as well.

"Fine but be careful." Iron-Heart said as then the girl smirked.

"Don't worry we got Xavin." Chase said as Xavin then burst into flames and flew into battle as Iron-Heart was shocked by this.

"Note to self, look into recruitment and expansion." Iron-Heart said before flying off back into the fray.

(Over with James and Torunn)

The Asgardian and Super Soldier saw the battle was causing damage and saw more civilians in a car trying to drive away. "Torunn!" James ordered as Torunn nodded.

"I'm on it!" Torunn called out as she then flew to the car and picked it up and began to fly off. But the airborne Grimm and Ultron-Bots began to surround her as James saw this.

He was about to help her when missiles and such fired off as James looked and saw a new fighter. He was wearing a large suit of armor with the theme being white as it looked like one of Iron-Man's armors. The attack clearly came from him as the figure then aimed his weapons and fired them off at the Grimm and Ultron-Bots before landing on the ground.

The face mask opened up revealing Jaune in the armor as he was grinning a bit. "Hey guys sorry Weiss tried to kick me from the fight." Jaune said as James shook his head and sighed.

"Doesn't matter, War Machine go regroup with your team we need to finish this as soon as possible." James said as Jaune nodded.

"War Machine…" Jaune began as he liked the sound of that. "Got it." Jaune said before flying off… and hitting a building. "SHIT!" Jaune was heard as he was still adjusting to the new suit. Torunn flew off to drop the people to safety as they had to keep fighting.

(With Pym, Azari, and Francis)

Azari roared out as he was taking out as many Grimm and Ultron-Bots as he could as it felt like they just kept coming. Nearby Francis jumped off a car and fired a King Tijitu in the eye as the arrow used then exploded killing the head.

"Alright!" Francis cheered as he saw this but then was wide eyed when he saw the other hear rise up. "Oh come on!" Francis cried out only for Pym to roar and stomp down on the other head crushing it in giant form. "Thanks for the spare, Pym!" Francis called out as Pym nodded to him.

"Anytime Francis." Pym said happy to help.

"Come on let's keep moving!" Azari called out as they headed deeper in the fray.

(With Torunn)

After Torunn got those people to safety she was slicing and slashing her way through the foes that came at her. Clearly a master of her sword as she summoned up her thunder with ease. Just then Nora joined in and the two thunder girls began smashing and slashing with their weapons before they were clear. The two smiled to each other and tapped their weapons together creating a small spark between them.

(Meanwhile over with the Hulk)

Hulk roared out as he grabbed two boar based Grimm and smashed them together before grabbing a beowolf and used them to smack the Ultron-Bots till the Grimm died. HE then grabbed a bot and pit off its head. Hulk then grabbed an Ursa by the head and tore it in two after grabbing the arm and dropping it down at the feet of Sun and Neptune.

"Nobody move, junior Detectives!" Sun called out as he then held up a wooden badge in a plastic wallet case.

"We have badges, so you know its official," Neptune said then shows his wooden badge to try and look cool despite the situation.

"Yeah!" Spider-Woman said as somehow she managed to sneak in and strike a pose with the two idiots.

"I like her." Neptune said as he and Sun were of course caught off guard by the spider themed heroin's sudden appearance.

The trio then heard loud engines from above as they looked up and saw in the sky the Heli-Carrier flying above them all as they released Bulwarks and fighter ships. The trio were all wide eyed at this as Sun even dropped his badge while Spider-Woman began to record this with her Scroll in hand.

(Nick Fury in the Heli-Carrier)

"Ok boys keep your distance from the robots and tear the Grimm apart. I want our guys down there moving civilians off the battlefield." Nick Fury said as he looked to his crew. "Also get me a link to the Avengers private link as well as the communication links of any super powered person or Huntsman in the fight." Nick fury ordered as Maria Hill was already on it.

"Yes director Fury." Hill said as she got to work.

(Battle)

James, Ruby, and the rest of RWBY and the Avengers saw the Heli-Carrier fly in. "Fury… you son of a bitch." James said as he saw back-up has arrived.

(Fury)

"Whoo Rodgers you kiss your mother with that mouth?" Nick Fury asked as clearly the joke on James saying language was still very much on. He then nodded to his crew as they began to deploy the required teams.

(Battle)

Ruby flew by and was about to blast an Ultron-Bot before a ship fired upon it destroying it. Ruby then saluted them as Ms. Marvel grateful for the help.

Bulwarks then began to open up from above as in turn SHIELD Agents began to deploy into battle armed to the teeth. SHIELD in turn began to change the tides in the heroes favor.

The Grimm were being mowed down as a nearby Ursa fell to Cinder and her teams feet as she looked to them and motioned them forward. Mercury charged in and kicked an Ursa with his shot gun boots as Emerald walked by and took out her magnum like pistols and began firing at the Ursa with them killing multiple Grimm at once but all for one as it was heavily armored and spiked showing it was smart.

It clawed at Emerald only for her to dodge and cartwheel away and transformed her weapons into melee mode as blades popped out giving them a more boomerang like look. Emerald then began slashing at the Ursa with her speed as she slashed it all over before it fell dead as Emerald smirked. But before Cinder could leave she was surrounded by Ultron-Bots as she glared at them.

"Analyses complete threat moderate commence termination." The Ultron-Bots said as Cinder glared at them as she was not a MODERATE threat she was a great threat.

But before she could attack Torunn's sword flew in cutting through many of the foes. Torunn then landed and began punching and kicking the robots even tearing one's head off. Cinder saw this and reached for the sword… but before her hand could touch it the sword flew to Torunn's waiting hands.

'Cousin Torunn.' Cinder thought as the word 'cousin,' was stated with a hint of venom to the mental tone.

Soon Cinder was forced to block an attack from the Ultron-Bots and in turn Torunn joined her fight on this one. "Mind if I cut in?" Torunn asked as Cinder glared for but a short moment but knew they had bigger fish to fry.

The two were soon back to back as they sliced and blasted the oncoming foes. Cinder was careful not to rely on her incomplete Maiden Power but here we can see thunder and flames working together. Once their area was clear the two smirked to each other clearly respecting the strength of their powerful ally here.

Ultron flew by as he saw Torunn and glared at her before going after her. "Torunn." Ultron was heard as he then went for Torunn remembering it was HER who threw him into outer space. He then grabbed her and began to drag the Asgardian Warrior away from the battle. "You're bothering me." Ultron said as he dragged Torunn away.

(At the Square)

A Bulwark came in for a landing as the Beacon Team known as Team CFVY as with them was Professor Port with his Giga Axe at the ready. The team jumped out as Velvet and Fox charged at their opponent Coco walked calmly. Yatsuhisho was soon surrounded by Grimm as he grabbed his weapon which was a long and large orange sword with a hook design at the tip as he then swung the weapon around before slamming it onto the ground and sending his opponents flying.

Fox and Velvet were fighting the Grimm with their Melee skills as Fox looked around and saw an Ursa with spikes on its back and charged at it. He began slashing and punching the Ursa with his bladed gauntlets as soon he punched it skyward. As it came down Fox then punched it torts the Grimm where it landed, inflated, and blew up sending spikes to all the other Grimm.

Some flew at the fashion queen Coco as she knocked it away with her bag as she looked to Fox. "Nice hustle Fox. Good Job." She said as she walked torts the Grimm. Coco was soon being roared at by a Beowolf as she glared at it and lowered her sun glasses a bit as she glared at it. "You just destroyed my favorite clothing store." She began before spitting a bit to the side. "Prepare to die." Coco said ready to kill the Grimm.

The Beowolf Grimm was about to slash at coco, she just smack his claws away, and then kick it in the groin, as the Grimm wrench in pain and fell down forward in front of Coco, as she lifts her case up over head then slam it down, smashing its head on the concrete.

More Grimm came at her, as she just hit them away with her case, then the Deathstalker send its stinger down at her, at which she dodged it and fell back to her friend Velvet as she was about to use her weapon until Coco said, "Hey come on, you spent all semester building that up."

Velvet sighed as she stand down with Coco stepping up again as she said, "Don't waste it here."

AS Coco flip a switch on her case it soon transformed into a mini-gun, as she took aim with it and fire upon the Grimm, tore the Deathstalker apart, and mowed the rest down.

Aimed up at the Nevermore that was flying above that seem one gotten cut in half by the rapid fire of bullets that came at it and both halves of it came down on top of other Grimm, while the other nevermore just went down behind some buildings.

Team CFVY gather together as they saw they did their part, and now more to do as they moved out and hunt down the Grimm in the area. "Coco!" Yatsuhashi called out as Coco saw the Ultron-Bots coming their way.

"Velvet Groot." Coco began as Velvet looked while her bag opened to reveal a potted plant looking to them. "You know what to do unleash the tree." Coco ordered as Velvet nodded to her leader.

"Go Groot unleash hell!" Velvet called out throwing the plant which then had the pot shatter revealing roots growing and forming something. The Ultron-Bots then found themselves face to face with a giant tree like creature who glared at them.

"I AM GROOT!" Groot roared out as he then began to tear the Ultron-Bots and Grimm apart to defeat them. Clearly the Avengers weren't the only Beacon Team with an extra Member seeing as the unofficial member of team CFVN was unleashed upon their foes and his name was Groot.

(Meanwhile with Torunn and Ultron)

Torunn and Ultron arrived at a church like building to which Ultron slammed her to the ground hard. He then used a gravity weapon to send a large pillar to Torunn damaging her even further. Ultron then blasted Torunn before grabbing her by her hair and lifting her up. "Do you think I have forgotten what you did to me last time Asgardian?" Ultron began before tossing her to some rubble as Torunn was then blasted by Ultron's beam attacks. "Ultron never forgets!" Ultron called out as Torunn got her feet back under her and in turn went for the attack once more.

But Torunn regardless stood her ground glaring daggers at Ultron. "Then come and face my blade!" Torunn called out and in turn the two began to fight each other one on one. Torunn began to stab but Ultron easily stopped it with his chaste until Torunn jumped back and sent of her thunder attacks. Ultron was of course ready for it but just then he saw something flashing before realizing it was a dust grenade.

Torunn used her thunder to set it off blasting Ultron back a bit but Ultron was unscathed by it. He then charged at Torunn and began to choke her. "Do you honestly believe you are saving anyone Asgardian?" Ultron asked before slamming Torunn to the ground. "I set this off a tad early and the people of Vale would still suffer for it for years to come." Ultron said knowing the Avengers were aware of his bomb. Torunn ended up dropping her sword before she was pinned as she tried to get free.

"I am Torunn daughter of Thor and Sif granddaughter of Odin and so long as there is breath in by breast I… am running out of things to say right now. Are you ready?" Torunn asked as Ultron then looked behind him only to be slashed and blasted away by Torunn's sword in Penny's hand.

Ultron was sent through the wall as his chaste against Torunn's sword caused a bell like sound similar to when Torunn hits James Shield. "This sword is surprisingly light and well balanced." Penny said handing the sword back to Torunn.

"Well it's a sword not a hammer so if the weight was like Mjolnir it through the whole thing off you know." Torunn said giving the Vision an example.

(The Runaways)

These teenagers were clearly from an Earth not like the one the Avengers came from but seeing as Molly was a mutant it wasn't hard to figure out. Chase was the tech guy as Xavin seemed to have multiple powers at his disposal. Karolina was some form of alien as she flew around taking out as many Grimm and Ultron-Bots as she could.

Molly was a mutant and was taking out the onslaught as Old-Lace jumped in and tore apart the Grimm. Nico the leader was firing her crossbow and using her staff as a bludgeoning weapon to aid in their task. These kids were no Avengers but they may just be Avenger material if anything else.

(Cloak and Dagger)

Cloak teleported in the path of multiple Grimm and they in turn entered his cloak vanishing inside it. Next up Dagger came in as she threw her energy Daggers at the Ultron-Bots. "Darkness and Light." Cloak began with a smirk on his face.

"Black and White." Dagger responded as clearly these two were the perfect team as they began their attack on their oncoming foes.

(Wolverine's)

Wolverine, Honey Badger, and Daken were taking out their foes using their claws as they were clearly intent on winning this fight. Jonathan jumped in and used his claws to tear apart the Grimm before he shifted into an actual wolverine and not a Faunus. Gabby then grabbed a bat and Jonathan got ready.

In turn she bashed the wolverine which began a fireball upon being hit taking out multiple foes at once. The three were animals in the battlefield but to each other they were family. After all the Wolverine family sticks together no matter what.

(JNPR)

Nora with Mjolnir and Jaune as War Machine were being aided by Ren and Pyrrha as they were starting to turn the tides as clearly Remnant was filled with more heroes then anyone had anticipated. Jaune had figured out the weapon systems and was firing them off at the incoming foes. He even managed to repulser beams as it was clear victory was in their reach.

"Nora smash!" Nora cried out creating a burst of electricity when she slammed Mjolnir down on the ground.

"She's in love with a hammer." Ren said as Pyrrha had to agree with Ren on this one.

(Spider-Woman)

"Hey we got bogey at our 5 o'clock 10 o'clock 3 o'clock every direction!" Spider-Woman called out as she fought her way through the incoming foes. She then sent a web line at another Ultron-Bot and slammed it into a Creeper before she sent a spider zap to the creepers mouth taking both out at the same time. Her Spider sense then went off as she then flipped over another attack and fired a Web at the Grimm. Using the momentum she flipped it over and slammed it into the wall.

"Spider-Girl, Spider-Girl does whatever a spider can." Spider-Woman sang a bit clearly using her quips to her advantage. "I love this job." Spider-Woman said as she then saw more foes coming her way as she saw there was too many for her to face alone. "Me and my big mouth." Spider-Woman began only to get help from an unlikely source.

She saw what looked like a pumpkin bomb go off and take down the Grimm and Ultron-Bots as she then looked to the source. "Need help?" Came the voice of Normie Osborn who was dressed in his own variant of the Green Goblin as he rode a glider down to meet Spider-Woman AKA Annie May Parker.

"Normie?" Spider-Woman asked in shock when she saw him here as Normie's mask retracted with a smirk.

"Actually while I'm in uniform call me New Goblin, Annie." Normie said as Spider-Woman smirked.

"Well I always wanted a sidekick." Spider-Woman said as New Goblin scoffed.

"Who is whose sidekick?" He countered and in turn the two began to work together to take out these invaders.

(Over with James and Ruby)

"Guys!" Ruby called out as she and James noticed they were getting more Ultron-Bots then Grimm. "I think Ultron is coming for us now." Ruby called out as James then added in.

"Avengers gather up with me and Ruby it's time we make our final stand." James said as it was very much time to end this battle with Ultron.

(JNPR)

"We'll keep everything stable here!" Jaune called out as he was firing off guns as he decided he needed to get himself a firearm one day.

"Yeah!" Nora called out smashing another Robot and Grimm away with Mjolnir and Magnhild.

(Weiss)

"Then it's time to work for a living." Weiss said knowing if this was the final stand Ultron will be bringing in his best to kill them all.

(Later with James and Ruby)

James and Ruby were bashing, shooting, slashing, and blasting the Ultron-Bots that came after them. But just then Torunn, Weiss, and Penny arrived and began tearing apart the Grimm and Ultron-Bots while Ruby used Crescent Rose to blast one away. James then managed to get an Ultron-Bot from behind destroying it with his shield before turning around and firing one in the head.

Nearby Francis was seen walking in while, spinning an arrow in his hand. Walking into the building with Francis was Pym who returned to his normal size. Nearby they saw Blake in a hot wired car running over the Ultron-Bots in her way as Hulk jumped in from behind and smashed threw more Ultron-Bots. Yang came in as well as she slid on the ground and in turn smashed the heads of two bots together before destroying them. She and Hulk then knuckle bumped as it was clear Yang liked Hulk, better then Forest. Azari then jumped through a hole in the wall as he met with his friend as they knew the city would be safe while they took on Ultron.

Soon the Avengers were gathered in the building as from outside they saw Ultron lowering to the ground glaring at the young heroes. Yang and Torunn went forward as Yang glared at the murder bot. "Is that all you got?!" Yang taunted as she looked to Ultron.

"I assumed you'd bring your best, Ultron!" Torunn yelled as well pointing her sword at the robot.

Ultron then raised his hand up as this caused all of his remaining bots to fall in as they all ran in and were waiting for Ultron Primes orders. James and Ruby then glared at their respected teammates as right now they were facing an army of Ultron Robots.

"Thanks Torunn and Yang." James began sarcastically before Ruby spoke up.

"You two just had to ask." Ruby said showing she was not liking their odds right now.

"This is the best I can do." Ultron said as he looked down to the heroes. "This is exactly how I had designed your destruction, all of you against all of me." Ultron said gesturing to the Avengers and to his copies knowing the other heroes were off taking on the Grimm. "How can you logically defeat me with the odds of your victory 0.00%?" Ultron asked as he knew victory would at last be his again.

Weiss then made a smirking sound before looking over to Ruby. "Well like Ruby and James said…" She began before looking back to Ultron. "Together." Weiss finished as it was time to end this.

Hulk then roared out as this in turn began to battle as the Ultron-Bots all charged in on the Avengers who took the onslaught head on. Ruby bashed some of them away with Crescent Rose and destroyed them with her powers. Torunn punched and slashed the many who came at her as Penny flew up and tore a few to pieces. Francis was firing his arrows left and right as James slashed many of them with the Widow Magnum. Blake used her Gambol Shroud to slice many of them and shoot more of them up. Penny even crushed one as James snapped ones neck. Hulk grabbed two of them and used those bots to start smashing many more of them. Penny phased her hand through the chest of one and tore out it apart from within.

James bashed a few with his shield while Yang punched many of them as they came and blasted them with her shells. Azari jumped up and used his claws to tear one bots head off while Torunn then sent out a powerful burst of electricity. Hulk tore more of them apart while Francis kept firing his arrows using the explosive arrows most. Ruby used her Photon powers to blast a great many of them while Weiss flew in firing off her repulsor blasts at one of them. Pym flew by and changed between his normal and small size as he took out many of the Bots. He even used his throwing disks to shrink them to make them easier to handle and squash by stomping on them.

It was clear Ultron was running out of bodies and when James saw them try to escape so did Weiss. "We have some runners!" Weiss called out as just then thunder bolts were seen as Nora flew in with War Machine.

"Not anymore!" Nora called out wielding Mjolnir but Weiss of course was wide eyed when she saw one of her armors in battle and knew who may have stolen it.

"Wait… is that my War Machine Armor?!" Weiss called out as Jaune saw he was busted.

(Jaune)

"Um yeah sorry, Weiss I had to take the armor." Jaune said as he realized Weiss was going to murder him and tear of the cost of those scratches on the armor from his hide.

"JAUNE ARC YOU TURN THAT ARMOR BACK TO THE TOWER TAKE IT OFF AND WAIT THERE FOR THE BATTLE TO END! OR SO HELP ME I WILL F-." Weiss began ranting before Jaune hung up on her.

"Yea I need to get my will ready." Jaune said knowing already that was a mad move on his call and knew the Ice Queen was going to put his head in the guillotine for execution when the heiress get her hands on him.

(Avengers)

Hulk roared out as he saw they were wining this fight. At least until a red beam came from above blasting Hulk into the ground. "Let's deal with you first." Ultron said as he lowered to the ground.

Hulk then smashed Ultron into a nearby building bringing it down on Ultron. Hulk then charged at Ultron before jumping at him. "No Hulk stop!" James called out knowing Hulk was walking into a trap.

Midflight Hulk was blasted out of the sky by Ultron. Hulk crashed into the top of a building as he glared down at Ultron who was standing again. Hulk roared and charged at Ultron but Ultron was fast and managed to stop the Hulk by hitting his torso. Ultron then tossed Hulk aside and glared down at him knowing exactly how he will respond next.

Hulk got back up and then charged at Ultron who then went for a nerve blow at Hulk's right shoulder. Hulk roared in pain before glaring at Ultron. Hulk was about to smash him with his left arm only for Ultron to hit his ribs where his left arm was before grabbing his arm and tossing him aside.

"Hulk!" Torunn called out only to block an attack from an Ursa while James bashed an Ultron-bot. More Ultron-Bots appeared from hiding as many of them went for Penny as it was clear Ultron wanted Hulk off the board. Francis head shot an Ultra-Bot stopping it after firing arrows at its feet. Francis then ran by stabbing another arrow in its back causing it to explode.

Torunn sent a thunder wave out as Ruby fired off more Photons and decapitated a Grimm with Crescent Rose. "Guys we need to get to Hulk before it's too late!" James called out as he wasn't worried about a berserker Hulk he was worried about a defeated Hulk.

Back with Ultron and Hulk the android was firing a large red beam from his chest at Hulk who was trying to force his way through it. But as the Avengers looked over to him the blast soon came to a halt as Hulk was still for a moment. But then… Hulk fell back and was knocked out causing all eyes to widen in shock to this.

"I got it!" Pym called out as he shrunk down and flew torts Hulk.

"Think again." Ultron said before firing a beam at Pym who then found himself trapped in a red energy ball that left him unable to be heard outside it.

"PYM!" Yang, Azari, and Francis cried out in shock and horror for their youngest friend and youngest Avenger before Yang and Azari got to work.

Azari made a panther like roar before he fired his strongest surge blast and managed to hit Ultron with it. Ultron absorbed it and in turn fired it back at Azari sending him hurdling through the wall. Yang roared in pure fury as her eyes were now burning red before charging at Ultron ready to blast punch him to scrap.

Ultron saw her coming and in turn he stretched out his right hand to a blade like form before it began to glow. In turn Ultron slashed at Yang as she passed him by as Yang was in turn wide eyed to this. She didn't realize it at first until she saw her right hand fly by her eyes. From there she saw it go up to the elbow and stop right there as she saw Ultron took her arm.

Yang fell to the ground as her right arm up to her elbow was severed by Ultron who glared down upon the now one armed brawler. "YANG!" Torunn cried out as she glared at Ultron. Torunn then charged at Ultron with her sword ready to skewer him only for the blade to be stopped by Ultron's chaste. From there Ultron knocked Torunn's sword from her hand and then grabbed Torunn by the neck.

"Ah old memories." Ultron taunted only to see Yang grab his leg in a death grip. Ultron looked down at Yang who despite losing her arm was still staying in the fight. If they didn't stop Ultron Ruby and James were both next for Ultron's kill list and with it all of Vale when Ultron's cyber forming bomb goes off killing thousands.

Ultron then used his free foot and kicked Yang away as she cried out in pain and hit a broken wall. Yang had blood coming from her stump and mouth as it was clear Ultron wanted these Avengers to suffer first. Then James came in and bashed Ultron with his shield hoping to distract Ultron. Ultron saw it coming and despite being knocked off his feet he got back up and turned torts the Hulk. Ultron raised his first and in turn fired off clamps which then attached to Hulk keeping him still.

Then two pods shot out from his back and proceeded to grab Hulk by the ears. "The same trick won't work twice." Ultron said before he proceeded to unleash his uni-beam at James. The son of Captain America hid behind his shield as Ultron unleashed his fury upon the leader of the Avengers.

Just then Weiss and Penny roared out flying at Ultron intent on stopping him at all cost. Ultron then with his two free hands grabbed both by the head and proceeded to blast them both away. Weiss lost a good chunk of her helmet as she fell showing her armor had sustained major damage. Penny meanwhile was being pushed to her limits as she was still not fully used to this new body.

Francis then proceeded to fire off his arrows at Ultron while Blake fired off her own guns. But Ultron's back opened to reveal lenses causing the two to go wide eyed. But before they could dodge Ultron hit them both taking them out of this fight as well. Thus the only three fighters still in the fight other than Ultron himself was Ruby and James. But it seems by the look of it Ruby was going to be the last one standing.

Ruby was scared as she saw Ultron making his way torts James with his beam getting stronger as he approached. "No…" Ruby began a she was scared.

James cried out as he tried to hold his ground but Ultron was proving to be too powerful for him.

"No." Ruby repeated as she saw all her friends and her sister beaten as she saw she was about to lose James as well. She was scared not just of dying here and failing but she was scared for her friends and family. She took a frightened step back as she looked ready to bolt again like she did last time they had faced Ultron like this.

"Now ends the Avengers at long last." Ultron said as he was about to finish off James and then go for Ruby.

Ruby had her eyes closed shut showing she did not want to see any more of her friends get hurt or worst die. But as she did this she felt off as she then felt like her powers was getting a huge boost from an unknown source… no it wasn't like her Kree Powers it was almost like how Torunn felt at times when she was around. Ruby's eyes then shot open revealing them to be completely glowing silver as the energy left her eyes and covered her mask. "LEAVE HIM ALONE!" Ruby roared out as the power burst out as any Grimm who saw this screeched or roared in horror as Ultron was also hit by it.

"What?!" Ultron cried out as he was then blasted off of James and rolling on the ground.

Ultron got back up and to his shock he saw his body had sustained damage from this attack. He looked to Ruby as she was now levitating in the air, her scarf and hair flowing about as her eyes was giving off a silver glow and her body produce a silver aura mixed with her photons.

"Assessing." Ultron began as he factored in what he was seeing. He looked and saw the Grimm were either dust of frozen as the frozen ones were already vanishing. Then Ultron's systems began to announce errors as they could not properly analyze this new unknown factor. Just then Ruby let Ultron have another round of it as her eyes shot the beam in full blast as Ultron was hit by it again.

Ultron was knocked back again as he tried to get back up and saw his body had taken more damage as he saw his right arm begin to freeze up and in turn was lagging. "Impossible." Ultron said as he tried to make sense of what Ruby was doing and how she was doing it.

Just then James shield had hit Ultron as he looked and saw James was back on his feet. After which Ultron was hit by arrows and bullet as he saw both Francis and Blake were back up as well. "I got Pym!" Francis called out as he went for Pym.

"I got Hulk and Yang!" Blake called out as she went to wake up the two smashers.

Ultron tried to stop them but Ruby was already upon him bashing him through walls as it seems her attacks were being boosted by this unknown power. Ultron's scanners were showing error signs and the basic cannot compute warning all over as it was clear Ultron wasn't going to win this fight.

Ultron ended up flying into an open area as he was lagging while trying to get back on his feet. Just then Weiss and Penny rejoined the fray followed by Torunn and Azari. "Poor it on him!" Azari called out as in turn he fired off his surge blast at Ultron followed up by Torunn firing a powerful blast of thunder. Next up was Weiss who fired off her uni beam and repulser blasts at Ultron all at full power. Penny then joined in with a head beam from her chip and her swords firing a larger beam at Ultron showing she was not out yet.

Finally Ruby joined her blast at Ultron as the combination of all five attacks were causing Ultron's body to be superheated from the Avengers onslaught. Ultron's body was being torn apart as they unleashed their might upon the genocidal android. Soon when they stopped Ultron was on his hands and knees heavily damaged and beaten.

But as he tried to get back up he saw Ruby coming in leaving a trail of Rose Petals with her fist raised infused with this unknown power that she had and her self-producing photons. Ultron was hit by it and in turn his body was blasted to the wall where it was blasted into pieces. Ultron's mangled form fell to the ground limp as the Avengers glared down on him.

Hulk rejoining the group with a freed Pym, Blake, Francis, and Torunn. James came after as Hulk was carrying an injured Yang who had her stump in some wraps. They all looked down upon Ultron as Weiss scanned the body and saw where the bomb was. "Oh no." Weiss said as she saw what it was made from.

"What is it?" Ruby asked as she was catching her breath.

"It's the bomb, its Ultron's processing unit made from nanites." Weiss said as she looked over the data. "When that bomb goes off the nanites will spread and in turn begin to construct his new body and forcing any survivors to be submissive to him." Weiss said as that was what she assumed they were for factoring Ultron's perfectionist ways.

"Then destroy it." Blake said as Weiss looked to the others.

"I can't he made it from a cocktail of Adimanium and Vibranium we won't have enough time to melt through it before it goes off." Weiss said as Torunn was worried now.

"How long?" Torunn asked as Penny then spoke up instead.

"Not long." Penny said as she revealed they may have beaten him but Ultron won the war in the end.

Ruby was worried for she knew that they had to destroy it and Ultron somehow… but the only place it could be done was a place of near infinite… heat. Ruby then looked up to the sky and saw the sun high up in the sky. She looked at the core/bomb and then had a reckless idea.

"I have an idea!" Ruby called out as she then charged for Ultron's remains that were attached to the bomb. "We have to take him somewhere he won't be able to come back or land on some other planet." Ruby said as she grabbed the remains to which Yang saw this.

"Ok where." Yang asked from Hulk's arms before Ruby looked over to her friends and smiled to them all.

"See ya later guys." Ruby said as James saw what she was about to do.

"No Ruby!" James called out before Ruby's body glowed with photons and flew upward.

"What are you doing Ruby?" Yang asked as she had a hunch but she didn't want to be right.

"Making sure Remnant is safe for you all." Ruby said before she blasted off into the sky creating a resounding sonic boom.

James as wide eyed at what he was seeing as Ruby rose high into the sky. "RUBY!" James called out as Yang was confused and worried.

"Please tell me that was not Ruby that flew pass the Carrier?!" Nick was heard as Blake answered.

"Yeah why?" Blake asked as Nick knew he had to tell them.

"Her Photons allow her major protection even from the harshness of space but she can only produce them for so long and right now she doesn't have enough for a round trip." Nick Fury said as everyone was wide eyed when they heard this.

"NO RUBY!" Yang cried out as she knew Space was a cold airless place. And Ruby was flying off there to get rid of Ultron.

(Meanwhile at Remnant's upper atmosphere)

Ruby was seen flying out of Remnant as a bullet of photons and rose petals that quickly froze and vanished upon leaving Remnant. Ruby was passing by planets as she made her way to the only place that could destroy Ultron. Her Scroll of course lost signal but that didn't matter to Ruby right now.

She passed by the shattered moon's asteroid belt and kept going. Her photons flickered for a minute but she kept to her course as she knew Ultron was already trying to repair himself right now. She passed by two more planets as she came closer to the blazing sun itself.

Ruby knew already she was making a one way trip and knew Yang, her dad, and uncle Qrow, would be upset. But as a Huntress even one in training… she had to make the sacrifice for the betterment of others. She was soon upon the sun as she growled and spun before throwing Ultron straight into it. The bomb was beeping of course but she smiled when she saw the task was being done. The intense heat of the sun began to melt through Ultron's body and remains and even the bomb was being melted. The Nanites were released of course but the sun's heat and gravity proved to be too much for them.

In turn Ruby smiled when she ended the nightmare of Ultron. Ultron's body melted further until in the end… he was no more. Ruby smiled but then to her shock and horror her photonic power flickered out clearly out of juice as the rose girl was wide eyed at this. Ruby cried out despite her voice not coming as frost began to form around her body.

Ruby out of instinct tried to get some air in but she had not to take in. Thus Ruby knew she was going to die… yet oddly enough she was ok with it. She knew she'd leave her friends sad… but at least they would be alive. 'Sorry mom… I won't be there when you get back.' Ruby thought as she knew her mother wanted to show her how to use these powers but now that time will never come. 'Guys… sorry I won't make it back or be there to graduate Beacon with you all.' Ruby thought as she felt her body grow heavy and numb. She felt warm despite the freezing temperatures she was enduring and dying in.

'James… if things were different… I wouldn't have minded going to the dance with you.' Ruby thought as she could feel the end coming. But as her eyes began to close a shadow flew over here still form. Then from the back of it a photon covered being flew out torts the young Rose Hero. Then a hand grabbed Ruby's arm and began to share those Photons with Ruby providing her air once more.

Ruby's eyes shot open at the sudden rush of oxygen as she looked and saw a face much like her own but older. Ruby was wide eyed when she saw the face and in turn began to tear up when she saw the face.

"Thus kindly…I scatter." The woman said as Ruby began to cry a bit unsure if she was dead, if this was a dream, or if this was real.

"Mom…." Ruby said because right now flying before her was none other than Summer Rose AKA Captain Marvel.

"Hey Ruby…" Summer began as she smiled to her daughter. "Sorry I'm late and missed out on so much." Summer said as she knew she had a lot of catching up to do and a lot of explaining to do also. Summer then pulled Ruby back to her ship and was lucky as she knew where Remnant and Vale was like the back of her hand.

(Scene Break back on Remnant)

Azari was sitting down as Torunn was hurt so she couldn't go out there to bring Ruby back. James was pasting back and forth as Yang looked ready to break down as Hulk let her down. Blake was trying to comfort Yang while Weiss was also sitting down trying to wrap around how reckless her leader was. Penny, Pym, and Francis kept looking to the sky hoping Ruby will return soon as it was starting to seem like she wasn't coming back down to Remnant. Just then something was seen coming into Remnant's atmosphere as they looked and saw an alien ship coming in.

"What now?" Francis asked as they just got rid of Ultron is a minute to catch their breath too much to ask for. The ship then landed after it shined lights down on them all. After it landed the hatch on the back opened and released a lamp as two figured began to walk out. One was helping the other walk as Yang was wide eyed at who she saw there.

James was happy even more so then when Torunn had come back from a similar event as his teammates and the rest of Team RWBY Shared in his joy also. From the ramp Summer Rose in her uniform as Captain Marvel walked out as she helped Ruby Rose down both of which were not wearing their masks right now.

"Hey guys." Ruby said as she waved to them as Yang was happy.

"Ruby!" Yang called in joy as Ruby smiled to her.

"Sorry… I got lost on the way…" Ruby began before gesturing to, Summer. "Luckily mom was there to help me get back." Ruby said as Yang didn't know whether to be balling her eyes out, screaming in rage, or cheering to see their family back together again.

"Welcome back Ruby." James said as he was just happy to see Ruby was alive and well.

(Scene Break Later)

SHIELD personnel were dragging a handcuffed Roman away as well as other White Fang members who made it out of the caves. The injured were on gurneys while Team CFVN plus Groot were relaxing a bit. The other heroes had left a while ago while Summer had went to see Nick Fury at the Heli-Carrier.

Mercury and Emerald brought Torchwick into the gunship to be carried off into prison as he looked. "Oh I can't believe you caught me. You really taught me the error of my ways." Torchwick said as he looked to the teams. As the Shield Agents grabbed Torchwicks arm he proceeded to glare at them showing he was not pleased by this even after the bullet ant incident on the train. "Hey, hey watch the hat!" Torchwick called as he was brought into custody.

Emerald and Mercury walked over to the group as they smiled which Ruby returned from her gurney as everyone was giving themselves a pat on the back for a job well done. Neptune and Sun fist bumped each other as all seemed right with the world.

Pictures were being taken of the Avengers as it was clear that public opinion was back on their side judging by the cheers they heard. Yang had bandages wrapped around her stub no doubt to help heal it while Jaune was still wearing the War Machine armor.

Weiss then walked over to Jaune as it seems her own suit was currently stuck after all the punishment it took during the battle. "Jaune… I'm going to say that… you did well with that armor." Weiss said as it sounded like she did not want to say it.

"Yeah um thanks." Jaune said as Weiss then got down to business.

"Now that I have that out of the way, I'm going to need that armor back… now." Weiss said not caring if Jaune was decent under it or not she just wanted that armor back.

"Ok let me think about it…. Nope." Jaune said as the face mask came back on and on turn Jaune flew off as Nora saw this.

Yang was wheeled in as she saw the event and laughed a bit. "Wow… vomit boy got some balls of iron." Yang said as Weiss then huffed and walked away. "He's so keeping it." Yang said as she knew that armor did not have Friday installed into it.

The day was saved of course but in the end there is still many unanswered questions but one thing was for certain after this whole ordeal… they know where one of the Infinity Stones was located and who was right now looking for them was.

(Scene Break Avengers Tower)

The 10 members of the Avengers were at the tower as Hulk was Forest again as they had several boxes of pizza out. Weiss was now out of the Iron-Heart armor thankfully as clearly everyone was tired after this insane adventure. Yang's stub was doing better thanks to a SHIELD medic as she should be able to start suiting for a prosthetic soon.

Of course Weiss was going to build it herself with Ruby's help as Yang deserved the best. Yang was of course shaken up a bit but somehow she managed to pull through especially when she saw how special her sister truly was.

"Well we did it." Yang said with a smile on her face.

"We did it." Blake repeated as she relaxed a bit.

"We took down a killer robot, sorry by the way; and saved both Vale and the world." Forest said as he was relaxing while eating a slice of pizza.

"If we don't get extra credit for that, I'm going to be seriously disappointed." Weiss said as Azari chuckled in response to this.

"Um Ultron and a giant Grimm destroyed several buildings I wouldn't count on it." Azari said as he was also relaxing as well.

"Plus, I mean, we didn't solve everything. A lot of people were hurt, and we got side tracked by Ultron who hijacked Roman's boss' idea." Ruby said as Weiss saw what Ruby meant.

"Well, not every story has a neat and tidy ending." Weiss said as she looked to Ruby.

"We don't have all the answers but a lot of dangerous people have been put behind bars, we stopped Ultron, and our numbers are only growing." James said as he then stood back up. "We may not know who this Salem person is, or where the other Infinity Stones are located… but we'll just keep doing as we always do avenging the wrongs done by evil, as Avengers." James said as he looked to his friends gathered here. "That is something we can all be proud of." James said as Blake nodded completely agreeing with James on what he had said.

"Agreed." Blake said as Yang then laid back.

"Yay teamwork good guys win rah-rah." Yang said as Pym then sighed a bit.

"Well I don't think we'll need much training for the Tournament then." Francis said as Weiss agreed.

"Yes I think we all have that covered." Weiss said as she wanted to rest for a bit not caring how she was eating junk food.

"Well it's been a long day." Pym said as he was ready to sleep till next spring break.

Just then the Avengers heard an explosion from afar as they looked to see a pillar of smoke rising from Vale. "Well no rest for the wicked." Weiss said as she knew what was coming.

"Well everyone ready to do some more Avenging?" Penny asked as she looked to her friends and fellow Avengers.

James then smirked and kicked his shield up and caught it ready to move out again. "AVENGERS ASSEMBLE!" James called out as they once more sprang into action to avenger the wrongs caused by evil.

(Scene Break that evening in Ozpins office)

Ozpin was sitting in his office as he was facing out the window as on the holographic screen on his desk the councilmen of Vale were on the line. "Ozpin? Ozpin!" He called as Ozpin turned to them and faced them seeing Ironwood was on the screen as well/

"Yes, councilor." Ozpin greeted as the Council looked.

"You left us with no choice; The Vytal Festival Tournament cannot be broadcast, let alone held, if we are unable to ensure the safety of the citizens." The Councilman said before clearing his throat as Ozpin took a sip of his coffee just before Ironwood spoke.

"Our Kingdom will be more than happy to lend as many troops as it takes to ensure that this event runs as smoothly, and safely, as possible." Ironwood said as the Councilman's silhouette screen then enlarged.

"On the contrary General your Kingdom will be recalling all its troops considering how your army was compromised into attacking Beacon." The councilman said as Ironwood was in shock that they knew about the first incident involving Ultron. "We also have word of the same thing nearly happening in Atlas itself if not for these 'Avengers,' hence why we reached out to the Atlas to recall their soldiers." The councilman said as it was clear Ironwood was in the hot seat.

"And I assume you have another method to protect the Kingdom during the Vytal Festival?" Ozpin asked while looking to the councilmen.

"A few but chief amongst them is SHIELD." He said as Nick Fury appeared on screen.

"Don't worry SHIELD, will make sure everything runs smoothly councilmen." Nick said as the Councilmen nodded to this.

"And we thank you for that Director Fury." HE said as it was clear Ironwood was not enjoying having to answer to Nick on security measures.

"Will that be all?" Ozpin asked as the Councilman looked.

"For now. But after this festival comes to a close, we are going to have a serious discussion regarding these super powered individuals while many of us know 9 of them are students at your school and the Hulk is amongst them these 'heroes,' are starting to get out of control." The Councilman said as Ozpin didn't like where this may be going. "WE expect both headmasters to be at this discussion as well as the other two when we meet with the other Kingdom's councils about getting these super hero types under control." He said before the council hung up.

James Ironwood looked and seemed to glare at Nick Fury before hanging up himself. "Good news Ozpin you're gonna keep your job… bad news I think the councils aren't going to make life easy for these heroes." Nick said as Ozpin took a sip of his coffee in turn.

"I know Nick… I know." Ozpin said as he then hung up the call to look out the window to the sky. Just then Ozpin heard the bell for his door go off as he allowed the visitor entrance. "Enter." Ozpin said as Torunn walked in wearing her normal combat gear.

"Ozpin… I have an update on the Infinity Stones…" Torunn said as Ozpin nodded to the one the God of Light summoned to Remnant. "We know whose hunting them now." Torunn said as Ozpin nodded.

"Then do tell." Ozpin said as he then began to drink his coffee.

"She calls herself Salem." Torunn said before Ozpin did a spit take in response.

"How do you know this?" Ozpin asked while coughing.

"I had a vision about it. I went to a spring that would give me a clear view and I met Salem there at its sealed entrance." Torunn explained as Ozpin listened to her. "She showed me the way into the spring I opened the door and once I entered the water I received the information I needed." Torunn said as Ozpin paid close attention. "Ozpin… do you by chance know Salem?" Torunn asked as Ozpin then turned around a bit.

"Yes… we do." Ozpin said using 'we,' instead of, 'I,' which Torunn found odd.

"Anyway I can confirm the location of TWO Infinity Stones one of them is safely hidden in my home of Asgard thanks to the God of Light." Torunn said as Ozpin then turned back torts Torunn.

"And the other?" Ozpin asked as Torunn pointed to Ozpin… or more specifically his cane.

"You're holding it." Torunn said as Ozpin was wide eyed and looked to his cane. "You hold the Time Stone with your cane as the focus for it." Torunn explained as Ozpin was shocked to hear this from her. "I suggest you keep it safe at ALL Costs… and keep it away from Salem." Torunn said as she then walked to the window. "If she manages to get those Infinity Stones… she can kill everyone on Remnant and beyond with just a snap of her fingers." Torunn said before snapping her fingers in response. "Just like that." Torunn said as Ozpin knew she did not need to go on.

Ozpin knew the message there… Salem plus Relics was bad enough… but Salem plus these Infinity Stones… those were end times not even the Gods could challenge. "Then we best prepare." Ozpin said as he knew despite wanting to avoid a war. Salem was making it impossible by hunting down these ancient yet power Infinity Stones. Ozpin could tell the Gods were scared of them… and for good reason it seems.

"It's all we can do." Torunn said as she then took her leave so Ozpin would be alone with his thoughts.

(Scene Break Heli-Carrier)

Nick Fury was walking down the brig as he saw many cells holding super power criminals to be taken to specialized holding facilities. He soon arrived upon Roman's cell to which Nick glared at Torchwick before he began to speak. "Leave us." He ordered as the two guards who guarded his cell nodded and left. Torchwick looked up to Fury as the Director of SHIELD began to speak. "I've been informed, that so far you've refused to cooperate with the authorities." Nick said as Torchwick looked as he smirked.

"I know this might be hard to believe Director, but uh... I'm not the biggest fan of local law enforcement." Torchwick said Nick scoffed a bit.

"I can see that." Nick said as he glared at Roman Torchwick. "But I can accept that." Nick said with a smirk on his face. "So I will cut to the chase and ask you only once for your own good." Nick said before glaring directly at Roman Torchwick himself. "Who is really behind all this?" Fury asked while glaring at Roman who smirked a bit in response.

"Isn't it obvious?" Roman asked with a smirk as he looked to him. "You're looking at him." Torchwick said as he crossed one leg over the other but Nick Fury didn't buy it.

Nick then chuckled while he began walking away. "Very well then." He said as he walked away from the criminal.

"What's the matter, Director Fury? I thought you wanted to talk." Torchwick called as Nick walked away.

"Won't need to… since you won't talk, I have no business with you… so I hope you like prison… I pulled some strings and got you in a prison under SHIELD jurisdiction." Fury said while walking away. "So get ready to meet your cell mates… at the Raft." Nick said as Roman was wide eyed at this.

Rumor from the underground was that the Raft was a prison designed for super powered individuals. It was one of four major prisons, the Vault for those with cybernetic implants, the Cube for those with Gama in them, the Big House for the general super villains, and the Raft for the worst of the worst. For someone like Roman being sent to any of those prisons were like a death sentence.

"If you feel like talking let the guards know…if not well you'll be watching the Vytal Festival from a prison cell." Fury said as he showed he wasn't playing any games with this criminal.

"Oh no…" Romans aid realized that either way he looked at it he was screwed.

(Scene Break Cinder's Group)

"All in all, I'd call today a success." Cinder said as she smiled at this since it was right in more ways than one. Torunn and her fought side by side so in turn Torunn will be a bit more trusting to Cinder.

"Those stupid kids really made a mess of things." Emerald said as Mercury heard this and agreed with the green haired thief.

"Yeah and Ultron made it 10 times worse." Mercury said as thanks to Ultron from what Neo told them they lost Roman who was being shipped off to one of the four major SHIELD prisons. "We lost Roman and a lot of Faunus didn't make it out of those tunnels. You still think the White Fang's gonna listen to us?" Mercury said before a new voice spoke.

"No but they will listen to me." Adam was heard as the bull Faunus walked out as he was wearing a black suit and coat as on the coat was a rose like design, upon his face was a Grimm Mask as it was obvious who it was.

"And we'll adjust our plans after all Roman had his uses but we can salvage this." Cinder said as she had a trip to prepare for one to her ancestral home. The realm known as Asgard.

(Scene Break that Night at Beacon with Yang)

Yang was walking through Beacon as you could hear the sound of wind chimes as she soon arrived at the fountain where the masked figure from before stood in her path as she looked at her. "Who are you?" Yang asked as she looked to the woman.

It was silence at first as the masked figure then took off her mask as her violet eyes soon saw a mirror of herself but with black hair as Yang's eyes soon turned red. "Yang. We have a lot to talk about." The woman said as Yang was shocked as to who she was seeing.

(Scene Break Salem)

Salem was standing at her alter when she saw an image appear. From the sky a massive vessel descended as she smirked to what she saw. The beacon had begun beeping faster earlier and thus Salem knew they had finally arrived. She was wearing the armor her father had left her and began to raise her left arm a bit. She then proceeded to adjust it showing it was an Infinity Gauntlet without the Infinity Stones. It was clearly modeled after the Grimm but the intended effects were the same. It will allow her to channel the power of the Six Stones and in turn carry out her endgame for not only Remnant but now the whole universe.

"Business as usual." Salem said as she would begin her quest for the Infinity Stones now that the Black Order had answered her summons and arrived upon Remnant.

(TBC)

ESKK: And with that we conclude the Ultron Revolution Saga. Now then I never thought I could solo finish two volumes like this but here were are. Now then the next arc will NOT be Volume 3… yet. See we're going to start doing some origins stories and thus I need time to locate my MCU movie collection since it may or may not have vanished during one of the moves. But until next time leave a review and as always I will say ja-ne.

(Saga/arc List)

Arc 1: Assemble (Finished)

Arc 2: Ultron Revolution (Finished)

Arc 3: Origins (TBA)


	20. Updates and Announcements

Some Announcements for Next Avengers

ESKK: Hey it's me sorry for posting this but I had to make some changes. Now I know you all wanted to see the Origins Arc but I chose to pull the plug on that Arc since well let's face it we all know the Avengers Origin Stories through movies or otherwise. So I decided to scrap it and go straight into Volume 3 with major modifications for it. I know a lot of you will be upset for this but trust me when I say it will be for the best so we can get back to getting these chapters updated. Here is the new Story Ark listing for the fic.

Ark 1: Assembled (Finished)

Ark 2: Ultron Revolution (Finished)

Ark 3: Hela Rising (In Progress)

Ark 4: Mighty Avengers (TBA)

Ark 5: Avengers Reassemble (TBA)

Ark 6: Prelude to the Infinity War or Ultron Returns (TBA)

ESKK: Well there it is. Also I'm going to need a new opening theme for the fic enough to last me at least till Ark 6. The only request is the songs have to be from shows or anime's involving Super Heroes like One Punch Man or Boku no Hero Academia. Other than that go nuts.

ESKK: Also I'm going to have to do a full redo of the pairings list but I can confirm that this fic will continue and is very much alive. Anyway hope to see you all soon in the new chapters as we continue the tale of the Avengers now until we next meet true believers ja-ne.


	21. Chapter 20 Hela's Awakening

Next Avengers Heroes of Remnant

ESKK: Well here we go let's begin the new chapter for the new updated Ark 3 of Next Avengers Heroes of Remnant. So again Excelsior!

(Start Vale Early Morning Yang)

The Kingdom of Vale was making incredible time repairing the damage Ultron had caused as already people were able to return to their homes and go about their lives. Many had of course been thankful for the Huntsman and Avengers for this good fortune of survival but still there were those who saw what they did as bad as what Ultron did. This caused more controversy amongst the people yet the Next Avengers did not care for that much.

Yang was seen jogging as she managed to recover from her lost limb physically and was trying to get back in shape. Right now she had a prosthetic arm to help her get through the day as she had a morning Jog. It is to be noted Yang was in a track suite as she performed her morning jog until something happened. That something was James Rodgers running by as it was clear he was also on a morning Jog. "On you left." James said catching Yang off guard as he ran by.

(Later)

Yang was still jogging as the sun was getting higher while Vale was showing the first signs of people waking up for the morning. She was at a bridge area while she jogged as just then James was running by as Yang knew this was coming. "On your left." James said as Yang rolled her eyes in a bit of annoyance.

"Yeah on my left." Yang said as clearly this was not the second time James zoomed passed her.

(Later)

Yang was then at the main square as she was making her return to the park where she had parked Bumblebee at. But as she jogged low and behold James began to show up behind her still jogging and not looking exhausted. Yang saw this began to get angry as she began to pick up speed refusing to lose to James. "Don't you say it, don't you dare." Yang said but James either didn't hear or simply didn't care as he went to saying it again.

"On your left." James said as Yang roared out picking up speed going from joggings to sprinting.

"Oh come on!" Yang yelled before chasing after James who clearly can outrun her.

(Scene Break Park Area)

The morning jog had come to an end as Yang was resting against a tree as she waited for James to zoom pass again. She was a bit tired but it was to be expected considering their brawl with Ultron before. As Yang rested for a moment she then saw James walk in as he looked to her. "Need some help?" James asked as Yang saw him and rolled her eyes.

"Yeah and a new set of lungs." Yang said with a small chuckle on her part as she looked to James who then helped her back up. "I mean dude you just ran like 13 miles in 30 minutes." Yang said as James sighed a bit almost in disappointment.

"I guess I had a late start." James said causing Yang to roll her eyes in response.

"Really? You should be ashamed of yourself you should take another lap." Yang said before looking over to James expecting something to happen. "Did you take it? I assumed you just took it." Yang joked as she looked over to James.

"Come on Yang you just got cleared from the doctor no need to be spicy about it." James said as Yang smirked back at him.

"It's salty." Yang responded as James then smirked to her.

"Not when you're involved." James said with Yang now smirking at his pun.

"Touché." Yang said knowing how people comment on her temper.

"So any news about Ruby?" James asked as Yang then smirked to the boy.

"Why have a crush on my sister?" Yang asked as she smirked to James while teasing him.

"What no I mean." James stuttered as Yang laughed in response.

"Don't worry Cap Ruby is with mom practicing." Yang said as she knew Summer being back was a hard pill to swallow.

(Meanwhile with Ruby and Summer)

"This is awesome!" Ruby cried out as she zoomed through the sky with her mother who had her helmet on. "What else can we do?" Ruby asked only to avoid a plasma shot from Summer.

"That." Summer joked as Ruby smiled to this.

So far Ruby found out thanks to her Kree DNA she was stronger, faster, and more gifted then the regular huntsman. In fact beyond flight she could produce energy at a whim seeing as it was self-sustaining much like her Aura. Summer had been helping Ruby practice with her powers as so far they were over the skies of Vale while practicing.

"So cool!" Ruby cried out after the plasma shot. "Oh let me try." Ruby tried but then Summer stopped her.

"Wait hold you horses Ruby." Summer said as she stopped her daughter. "These powers aren't a toy." Summer urged as she looked to Ruby. "We're here to focus on control that means self-control and self-restraint." Summer said as she floated near Ruby.

"Um why?" Ruby asked as she looked at her mother. "I mean I got a tone of self-control and self-restraint." Ruby boasted causing Summer to sigh a bit.

"Ruby these powers focus a lot on your emotions if you don't stay in constant control you'll risk hurting someone." Summer said as she looked to Ruby. "With these powers you run the risk of being tempted to use them for the wrong reasons." Summer said from experience as Ruby looked to Summer with interest.

"What are you talking about I wouldn't." Ruby argued but Summer stopped her.

"Normally you wouldn't but what about after." Summer said as Ruby was confused. "Let's say for example you're in a situation against a classmate. Their harassing you, bullying you and the like." Summer began as Ruby had an idea.

"You mean Cardin?" Ruby asked as Summer nodded.

"Yes like Cardin." Summer said as she knew the Winchesters had a history of meat heads. "Now for example let's say he pushes you down and laughs at you causing the students in the area to laugh at you. Now with your powers you can easily turn the table on him and make him humiliated." Summer began as she looked to Ruby.

"Well if I'm stronger then him he walked into it." Ruby said but Summer then rubbed her eyes a bit after retracting her helmet.

"No Ruby he may be asking for it but using your powers for petty revenge or payback makes you no better than he was." Summer said as Ruby was starting to see it. "With these powers you'll be met with a lot of people who will constantly push your morals and possibly your sanity to their limits and with it you'll be tempted to use your powers to hurt or even kill them." Summer said as she wasn't going to sugarcoat it for her daughter.

"Wait you don't mean…" Ruby began but Summer nodded to her.

"I do mean that's why self-control and self-discipline is the chief of what we need to learn here." Summer said as Ruby understood seeing as rage can be a powerful motivator for doing something less then heroic. "Power corrupts that's why we need to tread carefully with it." Summer explained as Ruby then looked concerned to her mother.

"Do you ever feel tempted by that power?" Ruby asked concerned for her mother as Summer looked away and then smiled sadly a bit.

"Every day I'm fighting other people." Summer confessed as Ruby was confused… until she realized what she meant.

Remnant had Huntsman but the Universe doesn't. Truth be it as a hero or huntress you always find yourself facing the worse mankind has to offer. And sometimes those horrible things tempt you to use your powers to take the law further into your own hands. To use your power to become judge jury and executioner. That was a path… Ruby did not want to follow in her life.

"Oh…" Ruby said as she had to take heed if she was not careful her innocent soul… would be warped to something worse than the Creatures of Grimm that torment all of Remnant without end.

"Come on Ruby one more round and we'll be heading back." Summer said as she then flew off as she wanted to get training done ASAP so she can meet up with Tai and Fury.

"Got it." Ruby said as she followed after her mother to finish up their training.

(Scene Break the Raft)

Roman was being pulled in chains by SHIELD guards with Nick Fury overseeing the transfer.

"Come on Director let's talk about this." Roman said as clearly he was scared beyond his wits.

"You didn't tell me what I wanted to know not my fault you didn't heed my warning." Fury said as Roman saw some criminals he had crossed in his time as a crook. Needless to say he gulped when one of them pointed at Roman and moved his finger across his neck. "In fact I even got you a cell with an old friend… a Shocker if I'm not mistaken." Nick said as Roman was now wide eyed.

Shocker was the LAST person he wanted as a cellmate. He wouldn't survive the night as Roman saw Nick Fury wasn't bluffing anymore.

Roman did anything and everything he can to survive. His motto was lie, steal, cheat, and survive. So needless to say Roman broke and began singing like a bird. "Ok! Ok! I know who's behind everything going on in Vale!" Roman cried out as Nick made a signal for the guards to halt.

"Oh really do tell." Nick said as Roman gulped in response to this.

"Before I tell you I need protection the minute she finds out I'm a dead man." Roman said as Nick looked and bargained.

"No promises, the more you tell the better your chances with protection." Nick said as Roman then nodded.

(Later Interrogation Room)

"Her name is Cinder Fall she's pretending to be a Student from Mistral and her teammates Mercury Black and Emerald Sutari are her accomplices. She has my partner in crime Neo acting as there fourth member and knowing Neo when she finds out I'm going to the Raft she will be here to try and do the impossible." Roman said knowing that almost no one breaks out of the Raft.

"Is there anything we should know about Neo before she arrives?" Nick asked as he had a recording going on to see if Roman was lying or not.

"Y-yes she can use illusions to disguise herself but also… if she ever talks… run." Roman said as he knew he was about to spill one of Neo's well kept secrets but hey if it helps both of them he's all in. "See she's not human or a mutant, or a Faunus she's something called an Inhuman and when she talks or even grunts things tend to explode." Roman said as he looked to Fury. "Director all I'm asking is protection if not for me then at least for Neo." Roman said as Fury heard this.

"I'll see if both of you qualifies for SHIELD protective services keep giving us information and I'll bump you up to top priority." Nick said as now Roman would be bait to bring in Neo.

(Meanwhile in Vale with Neo)

Neo stood at the edge of the docks on a boat as she glared at where she knew the Raft would be located. The name was a dead giveaway as it had to be an underwater prison. It was also a huge risk she was taking as she went to the barge at Sea. If Roman had snitched then Neo would be out of dodge by the time SHIELD gets the others. If not well she at least dies trying to save her friend.

She got closer and began to breathe in as she was going to go in with a bang and use every skill and ability she had to her advantage. She opened her mouth and got ready to speak as she knew the words about to come out.

"Break Out." When Neo spoke those words a powerful blast occurred as it traveled across from the boat she was on and causing a massive wave to go around her. But the direction she spot to hit the Barge dead on causing SHIELD defenses to go off to counter Neo. But her voice scrambled there systems and thus Neo moved in to rescue her beloved mentor Roman.

(Meanwhile Weiss Avengers Tower)

Weiss was in Avengers Tower working on Yang's new arm fuming to herself. It wasn't even about the Ultron scenario but the fact Jaune Arc Stole one of her armors. Already people were starting to think they were together or that he was her side-kick. Mind you the War-Machine Armor was her to begin with but the fact Jaune has it didn't help her mood. She was currently attaching Vibranium to the arm knowing how any other metal runs the risk of Yang tearing it to shreds. She was opting to use a cocktail of Vibranium and Adimanium. Vibranium so her arm could work with her semblance and Adimanium to keep them arm from melting off the socket.

"Pym how goes the wiring?" Weiss asked as on the screen nearby Pym was working on some wirings in his small form.

"So far good Weiss just need to do a few more things and it should be ready for Yang to test out." Pym said as he worked on the arm.

"Ok keep me updated." Weiss said as she did her part on armoring and installing a cloaking function in case Yang wanted to have a normal looking arm in public. "Jeez." Weiss sighed while trying to relax a little bit. After all with what had happened for the past week she think they all deserved a break from being Avengers.

"PYM!" Came the voice of Francis as Weiss looked to this noting he did not sound happy right now.

"Oh what now?" Weiss asked as she went to investigate as even Pym heard Francis' angry yell.

(In the lounge area)

Weiss arrived to find their living room a mess as it was clear Francis was trying to find something. "What are you doing?" Weiss asked as she saw that even Torunn was helping with Penny's backup.

"Trying to find the remote what does it look like?!" Francis responded as he looked under the cushions of the sofa as Torunn lifted up and entire sofa to find it. "Jeez Pym always loses these things I tell you." Francis said as Penny then phased out from the wall.

"The Remote is NOT in the air ducts." Penny confirmed as Torunn looked around.

"My show is going to be on soon we must find that remote!" Torunn called out as Weiss then face palmed herself.

"Why not just get up and turn on the TV those buttons exist for a reason." Weiss asked as she glared at her teammates.

Francis said as all eyes were soon on her. "Weiss don't you DARE joke about something like that." Francis said as Weiss then glared back at him.

"I wasn't joking." Weiss said as Francis then glared at her even more so.

"Good because I'm not laughing!" Francis yelled back as it seems an argument was about to break out.

Just then the doors slid open revealing James, Ruby, and Yang walking in and talking. "And that is how mom learned to travel faster then light." Ruby explained and saw the argument going on.

"Hey guys wow cool it!" James called out as he jumped in with Yang. "What's going on?" James asked as he looked to his fellow Avengers.

"Oh simple Pym lost the remote!" Francis yelled as Pym then appeared back in his normal size.

"No I didn't!" Pym called out overhearing the situation.

"Oh you like you didn't lose that video game, Yang's Football, the waffle iron!" Francis called out as Pym tried to defend himself here.

"Things go missing." Pym argued as Yang tried to keep her cool.

"My show is going to be on soon and I haven't set it up to be recorded yet!" Torunn called out as Ruby then went wide eyed.

"Wait what about the cookie maker!" Ruby cried out as she remembered that thing was missing also.

"Can you all stop arguing I need Pym to help me with Yang's new arm!?" Weiss yelled as she needed Pym for that.

"Um maybe we can mend this situation with food." Penny said as she went for the fridge to find themselves food to help mend the situation.

"The Remote!" Francis yelled before Weiss cut in.

"The arm!" Weiss argued back but before James could cut in Torunn cut her off.

"My show!" Torunn yelled before Ruby jumped in.

"Cookies!" Ruby yelled before Yang had enough.

"WOULD YOU ALL JUST CAN IT ALREADY?!" Yang yelled stomping her foot down hard enough to hear something break under her foot. Add the fact her hair was flaring out and her eyes was red didn't help the situation when they looked to her foot and saw she stomped on the remote.

"NOOOOOOOOO!" Francis, Torunn, and Ruby cried out when Yang saw what she did.

"Oops." Yang said as the door opened once more revealing Forest arriving.

Forest then saw the situation and went to defuse the problem. "Hey guys what's going…?" Forest began but James cut in.

"They were looking for the remote and Yang found it by crushing it." James explained as it was clear TV was out of the question now. "Ok guys that's it we've all been on edge since the whole Ultron Uprising." James began as he looked to them.

"Oh that's an understatement." Blake said as Penny then phased in catching everyone by surprise there.

"Friend Blake is not wrong." Penny said as she was clearly enjoying her new powers.

"Oh yeah how?" Francis asked as Weiss then spoke up.

"Really?" Weiss said as she began to list every situation in the Tower with a group of Teenagers and one Adult rooming together.

(Flashback Montage)

Incident 1:

James was walking into the shower as he had a tower, a loofa, soap, and shampoo as he was clearly not use to having to share a bathroom. So when he walked in without knocking he heard Ruby crying out in shock as she covered herself in the shower curtain. "James! Get out!" Ruby cried out as she was clearly not amused.

"Oh sorry." James said only for Yang to show up.

"Leave her alone perv!" Yang called out and punched James away from the bathroom.

'He saw me naked.' Ruby mentally cried out as she had anime tears. 'Now Crescent Rose will think I'm dirty.' Ruby mentally lamented as that was just one of many incidents in the Tower.

Incident 2:

Torunn walked into the living room and went for her headphones. But as she tried to turn them on they would not as she tried the buttons and saw the batteries were dead. She rolled her eyes and summoned Stormbringer causing a few holes in the wall from where the sword came in. From there she shrugged and raised her sword upward to summon power.

(Outside)

A thunder strike hit the tower and in turn caused the Tower to Lose Power Completely before the emergency Generator Turned on showing how Torunn wasn't careful with her sword.

Incident 3:

Yang smiled as she had a laser pointer with Pym and in turn began to mess with both Blake and Azari. Clearly the Black Widow and Black Panther were like cats in more ways than they thought as the two were distracted by the glowing red dot and tried to make it go away.

Pym and Yang snickered as they did this before they got the dot to hold still on the TV. That was a big mistake on their part as the two went at the TV and ended up knocking it down causing the two pranksters to go wide eyed. They quickly escaped to avoid Weiss' wrath when she finds out about this.

Incident 4:

Weiss was humming to herself as she saw a cake container set up. She was thankful for Friday being a cake butler as well and began to open the container. But when she did she screamed in horror when she saw Penny's head there being caught off guard.

"What's for dinner?" Penny asked as she then saw Weiss scream in panic as she fell down and hit her head on some things. "Oops… I'm sorry." Penny said as she saw Weiss in pain now while phasing through to help her up.

Incident 5:

Weiss was working on Yang's new arm as she had goggles on while doing it. But as she did this she cried out in shock when Yang landed on the table as she laughed. "Bring it sword girl!" Yang called out as it was clear she and Torunn were having a bout.

"Guys stop before Nora, the Hulk, or both get involved!" James was heard before the Hulk was heard roaring.

"Oh no." Weiss said stopping her work to help stop the problem. Just then smashing was heard as Weiss yelled out in fury as she saw what happened to some of their stuff. "Yang I needed that!" Weiss cried out as it was clear she broke something important just now.

Incident 6:

Yang had finished putting shaving cream into the Hulk's open hand as he was currently taking a nap. Hulk gets to be let out every other day to stretch his feet when no classes are going on. So this was the perfect chance for Yang, Torunn, Nora, and Pym to prank him. That was going to be a mistake that costs them as Nora and Torunn had camera's waiting.

Pym then began to walk all over Hulk's face in his small form but got no response for it. Yang then snapped her fingers and began to use the shaft of a feather duster to get a reaction. It did as Hulk used the non-shaving cream covered hand to shew whatever was messing with him away. Yang tried again as once more she got the same result for it. Yang put one finger up with her good hand to signal last try as she did so.

When she did it Hulk slapped the cream into his face as the three girls and Pym laughed in victory for it. Hulk's green eyes snapped open as he glared and gritted his teeth and the four pranksters.

(Outside Hulk's room)

Yang, Nora, and Pym were seen running and screaming as Nora and Torunn tried to hold Hulk off. "I'm sorry! I'm sorry!" Yang cried out while running with Pym screaming behind her.

Nora cried out as she was sent through the wall before Hulk punched Torunn through the ceiling. "HULK SMASH PUNY PRANKERS!" Hulk roared out as he chased after the pranksters.

(End Flashback Montage)

"Oh right…" Yang said as that was just the tip of the iceberg there.

"Look this is just normal roommate stuff we're going to disagree on a lot of things. Good thing I made sure to have extra remotes on hand in case Hulk ever smashed them." Forest said as he pulled a box from a shelf and revealed an assortment of game controllers and TV Remotes inside.

"Professor you are a life saver." Francis said just before Torunn grabbed the remote. "Oh come on." Francis said as Torunn smiled impishly at her boyfriend's current suffering.

Just then Friday was heard as she appeared on screen. "Boss we have a call from a Mr. Arc shall I put him to voice mail again?" Friday asked as Ruby heard this.

"Are you still sour about him stealing your suit?" Ruby asked as Weiss then looked away scowling.

"I don't wanna talk about it." Weiss answered before Ruby spoke up.

"Put him through." Ruby said as Friday nodded.

"Thank God I finally got a call through." Jaune said as he looked to the Avengers.

"What's up wimp?" Francis asked as he looked to Jaune.

"Guys SHIELD Agents just showed up in Beacon I don't know why but I get the feeling you guys are going to get a call soon." Jaune said as he looked to the Avengers.

"You're serious?" Weiss asked as she looked to Jaune.

"Ma'am I have another call coming in from Director Nick Fury shall I patch him through?" Friday asked as Jaune heard this.

"We'll talk later Wimpy Vomit boy." Pym said as Jaune heard this.

"Don't call me." Jaune began only to be hung up on.

Just then Fury appeared on screen as they all saw him. "Avengers I got a job that may need you guys at the front line." Nick said as he looked to the group. "We have three criminals impersonating students from Mistral, one of their own snitched and revealed some powers the two of them have. Gonna need you all on point for this." Nick said as they all heard him.

"We'll be there as soon as we can." James said as Nick nodded to the Avengers Leader.

"Well time to suit up." Ruby said as James looked.

"Um let's try and keep it small guys, I mean we almost have Two Teams worth of Avengers here." James said as Blake could see that.

"Ok then whose going?" Francis asked as James looked.

"Torunn, Francis, Professor, Weiss, and Black we'll head in. Ruby, Yang, Azari, Penny, and Pym you guys stay behind in case another alert comes in." James said as that was agreeable since with their growing numbers they needed to set up a schedule of sorts to factor everyone in.

(Scene Break at Beacon)

Sometime later The Avengers arrived at Beacon Academy as the Quinn Jet landed and allowed the Avengers to disembark saved for Forest who remained inside the Jet. As they walked out they were all in full gear with Weiss wearing one of her Iron-Heart suits, Blake in her Black Widow outfit, and Torunn in full Asgardian armor making their way to Nick Fury with Francis tailing behind and James leading the group.

"Rodgers took you long enough." Nick said as he saw the Avengers.

"What's the situation?" James asked as he looked to Nick Fury who then presented the files. "These are forged files apparently some foreign Students aren't who they say they are." Nick said as James saw this. "We need your help bringing them in since the leader a Cinder Fall has some major powers we haven't an ID on yet and her lackey Emerald Sutari can mess with your senses making you see things that aren't real." Nick said as James saw this.

"I'm guessing it's one of those safety in numbers things?" James asked as he looked to Emeralds file.

"Yeah apparently the snitch says she has a limit we make her reach that limit that just leaves Black and the leader." Nick said as Iron-Heart looked it over. "During the whole Ultron crisis Cinder here got a virus in the CCT we've already shut down the other Towers while we work on getting the Virus here Quarantined in the system to remove it. We have her so we can't let her escape." Nick said as he was ready to put an end to this.

"Got it." James said as he looked to this situation.

"Francis I'll need you to keep your distance if she can mess with our heads we need someone on the outside. We also need to keep Forest out of this can't have Hulk rampaging again like last time." James said as Blake then raised her hand.

"I can keep Hulk calm you three go on ahead." Blake said as they were in agreement then.

"Ok then let's move in." Nick said taking command.

(Later Foreign Students Dorms)

SHIELD agents moved in on the door waiting for the signal to move in. They were told that Cinder was not to be underestimated and thus they would catch them off guard. Luckily they kept their movement silent with the fact they were here on guard duty for the Festival. The plan was simple bust down the door catch them off guard and when a fight breaks out they pile on in until there illusionist is unable to use her Semblance due to the strain of it. If they're informant was to be trusted Emerald can only use it three times at best and that's really pushing it for her. Too many enemies for her to keep up with should give them an edge.

But Emerald and Mercury are trained killers or at least Mercury is so they need to keep calm and make sure they cannot surprise them. The soldiers saw James, Iron-Heart, and Torunn approached as one of them nodded to James waiting for the signal. James did a finger countdown starting from three allowing them all a moment to get ready. Once he got to zero it was now or never as he made the hand signal to move in.

In turn the door was busted down causing Cinder, Emerald, and Mercury to be caught off guard when they saw it happen. Clearly they had assumed no one would be the wiser of their actions and thus it came as a shock when the say Nick Fury enter the room.

"Cinder Fall, Emerald Sutari, and Mercury Black you three are under arrest for crimes against Remnant, aiding and abetting the White Fang Terrorist faction, and a lot of other crimes we're in the process of learning of." Nick said glaring at Cinder as Emerald gulped and Mercury glared at Fury.

"Director Fury… surely there must be some mistake." Cinder said as she carefully moved to get her scroll for the virus unaware it's been neutralized right now.

"Trust me your Boy Roman sang like a canary the moment we brought up the Raft." Nick said as Cinder cursed herself and Mercury. Roman proved to be a problem when a bigger fear was shown to him. Fury clearly was a master manipulator and had no doubt made Roman buy the bluff of putting him in the Raft that was strictly made for Criminals of great power such as Graviton.

"And right now there's a cell with your name on it waiting in the Raft." James said as Cinder saw whom many consider to be the Big Three of the Avengers here. If they were here that means the others can't be too far behind as well.

"Well that's a shame I suppose you have me beaten." Cinder said glancing at Emerald who knew what Cinder was telling her. But as Cinder was about to fire off a fire ball Iron-Heart acted and fired off a repulser beam at Cinder stopping her. This in turn caused a bit of a fire fight to which Cinder used her Maiden Power to blast the wall off the dorm.

Cinder quickly jumped out followed by Mercury and Emerald as they needed to get out now. "Come on!" James ordered as the three Avengers gave chase to Cinder.

(Courtyard area)

Crowds gathered to watch the commotion as Cinder, Mercury, and Emerald ran through the crowd to locate the trio. Up above Iron-Heart was seen as she locked onto the three fugitives. "I got them in my sights!" Iron-Heart called out as she went after them.

(Ground)

"Move in! We need to divide them from each other but keep Emerald away from Forest!" James called out as he gave chase to the trio.

"I'll go after Cinder!" Torunn called out as she flew past them through the crowd.

(Cinder)

"Emerald hurry cover our escape!" Cinder ordered as she nodded.

As Emerald tried to use her Semblance to mess with one of the Avengers minds she failed to notice Francis who fired his arrow at her face. The Result was Emerald getting a boxing glove to the head knocking her down.

Cinder was wide eyed when she saw Francis or Hawkeye had fired that arrow at Emerald. Which means Roman told them everything he knew about them. "Mercury!" Cinder began as Mercury knew Emerald was too valuable to lose so went to help her. But was then hit by a shield and saw James jump in and take his shield back.

Following him up was Iron-Heart who fired a repulser blast at Mercury to get him out of the way. Iron-Heart then went after Mercury as Cinder saw they were dividing and conquering. Big mistake on their part at least until she had to dodge a thunder strike from above.

She looked and saw her cousin Torunn land on the ground glaring at Cinder while holding Stormbringer in her grip. "Well not how I'd have liked us to meet but close enough I suppose." Cinder said as Torunn glared at Cinder.

"You will sourly regret that." Torunn said as she got into a battle stance.

(Emerald)

Emerald was being attacked by Captain Vale as he went after her. She couldn't focus enough to use her semblance as she was being outnumbered by Francis and James. Hawkeye was outside her reach and every time she got a fix on James Hawkeye ruined her focus. The Avengers knew their weaknesses and thus had them on the ropes.

"Give up Emerald and you'll get a fair trial." James said as he tried to offer Emerald a peaceful solution.

Emerald then took out her guns and fired them off as she knew Cinder would never surrender to a man so neither shall Emerald. "Over my dead body." Emerald said as James glared at her.

"I tried the peaceful way but oh well." James said as he then began to fight Emerald. The two began to trade blows as Emerald swung her weapons blades at James who blocked and responded with Widow Magnum in Sword form. The two duked it out as Emerald then spun kicked James in the gut knocking him back. But James fired off his Widow Magnum at Emerald causing her to run to the side to avoid it.

"I can do this all day." James said as he glared at Emerald.

Just then Emerald had to avoid arrow fire from Hawkeye as she knew two on one was not in her favor especially when they both knew how to counter her.

(Back with Mercury vs Iron-Heart)

"Well this sucks." Mercury cursed as he glared at Iron-Heart.

"Last chance to give up Mr. Black hate to break those legs of yours." Iron-Heart said as she glared at Mercury knowing those legs were prosthetics thanks to the informant.

"How about NO!" Mercury roared out and did a flying kick at Iron-Heart who blocked it with her armors built in shield. She then used her free hand to grab the leg and toss him to the ground with ease.

"Come on I faced hired grunts stronger and smarter then you." Weiss said when in retrospect she was smarter than a lot of people due to her High IQ. In fact she was currently wearing the proof as they speak.

"Don't screw with me Iron-Bitch!" Mercury called out as he charged again only for Iron-Heart to use her suits magnet function in response to this. Mercury was dragged torts Iron-Heart where she grabbed his legs and smirked under her helmet.

Mercury was wide eyed when he realized what Iron-Heart was about to do and in turn she crushed the metal legs and tore them off causing Mercury to cry out in some pain but since it was prosthetics everyone saw Iron-Heart simply disarming a dangerous criminal seeing as SHIELD Agents and the Avengers were trying to apprehend them as they tried to make a getaway from them.

(James and Francis vs Emerald)

Emerald as at her limit as she saw with this two pronged attack she didn't stand a chance against them. She needed to get one of both of them somehow and thus she was forced to make them drop their defenses. She fell to her knees showing how exhausted she was as she only had one shot at this gamble. Emerald pointed her gun out to make it appear she would fight to her last breath as James blocked it with his Vibranium Shield. He then went to bring her in only to his vision to see one of Francis arrows hit her through the head.

Emerald fell down as she used her semblance to trick James into thinking Francis killed her. "Francis!" James called out as he looked to Francis in shock. Unaware to him Emerald was getting back up as Francis saw this and cursed.

"James it's a fake ignore it!" Francis called out only for Emerald to be upon James.

Just then Blake was heard roaring out as she drop kicked Emerald down causing her to pass out and loss her focus. James blinked as he looked and not only saw no blood and no arrow but an unconscious Emerald.

"Thanks Blake." James said happy to see Blake doing his mother's mantel as the Black Widow proud.

"No problem now let's go help Torunn." Blake said as Iron-Heart landed with a tied up and legless Mercury.

"I doubt she'll need it." Iron-Heart said as she knew they had won this fight already.

(Torunn vs Cinder)

Torunn and Cinder were seen trading blades as people got out of the way as fire met thunder head on. Cinder managed to knock Torunn back who gripped the ground to stop herself and in turn tore the ground up during the launch. Cinder then summoned some arrows for her weapon and began firing them off at Torunn who slashed them away with trained ease. Cinder then sent forth more arrows around Torunn as she avoided them with ease and jumped away before they went off.

But Cinder saw that coming and already had three more fired off mid jump. Torunn then saw the three arrows go off around her sending her flying to the ground and destroying the wall area of the courtyard. Cinder smirked only to see Torunn burst out of the rubble and charge in sword pointed out. Cinder managed to dodge the attack with ease but was then grabbed by her left leg and slung over to a fountain nearby. Cinder landed there causing it damage as she shot out of it wet and angered as her eye began to glow with her Half of the Fall Maiden's Power.

Cinder shot out and charged at Torunn only to see her throw her sword at Cinder. Cinder managed to dodge it only for Torunn to keep her hand out stretched. This caused Cinder to go wide eyed when she saw Stormbringer returning to its master's hands. Cinder dodged it only to be kicked in the face by Torunn who has used Cinder's shock as a distraction.

Cinder landed on the ground and felt something trickle from her face. She wiped it off and saw it was her blood and glared at it. She then with her thumb flicked it off her face and glared hatefully at Torunn. Cinder then saw the Avengers gathering but not jumping in as she saw her minions were beaten making Cinder quiet angry.

"What you need them to help?" Cinder taunted as James scoffed.

"No we're just watching." James said as Cinder saw the taunt he was using.

"Come Cinder I shall imbue the fear of my blade into thee!" Torunn called out as she glared at Cinder.

"No… You will fear ME!" Cinder roared out unleashing more of the Maiden Power but as quickly as she used it Torunn matched and overpowered it with trained ease. Every sword Cinder made Torunn destroyed it and in turn Cinder was finding herself pushed into a corner… she was scared and she utterly despised this.

She sent out fire balls cursing herself for not dealing with these Avengers herself sooner. Torunn easily slashed through them as it Torunn then countered by sending a bolt of lightning at Cinder sending her flying back. Cinder began to get back up only to have Torunn pointing her sword down upon Cinder who was on her hands and knees now.

"Give up." Torunn said as she glared down upon Cinder. "You have no hope of winning without Mercury or Emerald to aid you, your nothing. In the end you just took in two lost orphans to help you feel better about yourself though for what reason I know not." Torunn taunted as Cinder glared at her cousin. "You want to be powerful, you want to be in control, and you want to be feared." Torunn began as she glared at Cinder. "Well news flash you're never going to be powerful, you can never hope to be in control, and most of all no one will EVER fear someone who has to steal power from others and surround herself with people she manipulated to feel powerful." Torunn said as that sealed it for Cinder as she had a brief flashback to her father Loki.

'You're useless to me Hela go back home to your mother I'm sure she's expecting you.' Loki's voice was heard in her mind from the day she first met her birth father. She was powerless without Mercury's muscle or Emerald illusions and Torunn made sure Cinder knew this. Cinder was furious as she clenched her hands into the dirt making fists. She still had one more card to play if Torunn as so fond of her sword then she'll take it and Torunn's power as her own.

Cinder then roared out in fury and managed to blast Torunn back causing her sword to go flying and stabbing into the ground. Cinder began to put on the glove she had used to try to take the Fall Maiden Power while going at Torunn. If her power as a maiden wasn't enough then Cinder will take the power of a God unworthy of her power.

But as Cinder went to grab the sword she was shocked when she nearly trip from the sword. It would not move in her hands as she tried with all her might to make it budge. But alas the sword would not move as Cinder was unaware of what it was doing to her. On the blade she saw words appear which in her eyes changed into a language she can understand.

"Whoever so holds this sword if they be worthy shall possess the power of Torunn." Cinder read to herself as the words 'Worthy,' echoed in her mind. IT continued to repeat as it dawned to her repeatedly. This sword… those who had forged it saw her as unworthy of the power she desires.

Just then Torunn summoned her sword back and in turn further Cinder's rage to no end. Cinder glared at Torunn and roared in pure fury as she charged at Torunn and went for the stomach. Torunn didn't even have to struggle as she managed to grab Cinder and toss her torts the fountain where the water mixing with the dirt made mud.

Cinder landed in the mud as if it was poetic justice in a sense as she got back up. "Stay down I can break you in two if I wanted to." Torunn said as she pitied Cinder who wanted so much power. Someone who only desires power for selfish reasons was unworthy hence why Stormbringer did not respond to Cinder.

But as Cinder got back up again all eyes were on her left half as people began to whisper. Even Torunn was at a loss for words as Cinder saw this. "What the hell?" Mercury was heard as Cinder saw her reflection nearby and was wide eyed when she saw the left half of her body was grey almost as if it was dead. She could swear she could see bones showing if she didn't look close enough as from this perspective it was as if Cinder was some sort of zombie yet not a zombie. Half her body was dead and as she felt it with her right hand it didn't feel warm like she was used to but cold as ice.

This furthered her rage when she thought of her father and believing this to be his doing as Cinder glared at Torunn. In turn something inside Cinder finally snaps as it was something that was a long time coming. Cinder blinded by rage then roared in pure fury as her body released dark green energy the produced images for all those gathered images of horrific nightmares that they could not look away from. They saw death in its purest of forms and in turn their worst nightmares made real.

There nightmares varied as it was clear Cinder wasn't controlling it as the images began to turn more horrific to those viewing it. The fear felt real and even Torunn was having trouble keeping her cool. As they tried to get back up unaware to many of them a familiar snake had slithered in and transformed into Loki. It was in good timing to as Cinder with her weakened state and lack of experience made her collapse from it and into Loki's waiting arms.

Loki smirked as he saw everyone was disoriented from the ordeal. He then smiled happily as he finally saw his Daughter showing some worth within her when drawing upon her power from his blood. Thus he chose to reward his daughter by taking her and her little minions away to safety.

Once they were all gone everyone came to as they saw one minute Cinder was there and the next she was gone. "What happened?" James asked as even Blake was confused.

"I don't know but there gone no." Iron-Heart said as Torunn was reeling back from what he saw.

"I'll put out an APV on them they won't have anywhere to hide in Vale or in any of the Kingdoms or settlements." Nick said as it was clear he wasn't about to let those three escape.

Torunn meanwhile simply looked upon her hand as she felt a tingling in it and her body. One she only felt with her father Thor when she last seen him after they defeated Ultron for the first time. It wasn't the same but close enough that what she saw of Cinder's left half and what her body was feeling erupted questions inside her. Who the hell was Cinder or better yet what the hell was she.

Just then Nick's Scroll went off to which he chose to answer it instead. "What is it?" Nick asked as he looked to the scene. "Neo WHAT?!" Nick called out in shock when the guy on the other end told him.

(During all of this with Neo)

Neo was fighting her way through the guards in the Raft as she undid the cages for many of them not caring what they did. She used her illusion Semblance top fight her way through and at times used her power as an Inhuman to not only blast them to oblivion but also mess with the Rafts security measures.

"Neo over here!" Roman was heard as Neo smiled and went for him. Roman was going to tell Neo to stop since he already squealed on Cinder and her group. But before he could do so SHIELD guards appeared.

"Hands on the ground now!" They called out as Neo and Roman saw there was no way out of this as that was there only exit path.

Neo once more breathed in ready to let them have it knowing if they don't have a path then she'll make them one instead. But just as Roman was about to stop her while the guards seeing what she was going to do fired Neo let out a small grunt when Roman grabbed her knocking the Guards back a bit from the grunt alone.

"Open fire!" A SHIELD Agent called out only for something odd to happen. A huge bulldog with some kind of tuning form on its forehead appeared as it looked to both Neo and Roman here. The Bulldog then went for them and made sure they were close before it once more vanished from sight before anyone could react in time.

"What the heck?" One Agent finally asked trying to wrap his mind around the thought of a Bulldog big enough to ride like a horse.

(Back with Cinder's group)

Cinder was already awake as Loki had acquired a wheelchair for Mercury as Cinder was destroying everything in her path inside this abandoned warehouse. "She is pissed." Mercury said as he saw Cinder lose control for the first time since he's known her.

"Oh don't worry just let her burn herself out she'll come for me next." Loki said playfully holding the staff he relinquished from Cinder's dorm room.

"What do we do now?" Emerald asked only for Mercury to throw her a bag which she caught.

"We pack our shit and get the Hell out of here. If Roman snitched on us we maybe have a good five or ten minutes before SHIELD the Vale Police Department, every Huntsman from here to Vacuo, and the Avengers find us." Mercury said as he was already packing what he would need.

"YOU!" Cinder roared charging at Loki who she then pinned to the wall. "WHAT DID YOU DO TO ME!?" Cinder demanded with pure rage as she glared at her father.

"Oh me I did nothing save for hide that deformity there." Loki said gesturing to Cinder's new left half.

"Hide this?!" Cinder yelled as it was clear she did not know about this.

"Why yes you were born like that Hela but at the time if anyone had seen you well we wouldn't be talking now would we." Loki said as Cinder glared at her father. "So as any good parent would I use my magic to hide this part of your life." Loki said as Cinder glared at him.

"Then put it back!" Cinder yelled as Loki then sighed.

"Alas I cannot now." Loki said as Cinder glared at her father the God of Mischief.

"Can't or won't?!" Cinder demanded as she wanted this undone now.

"Both even if I did it would probably only last a week at best." Loki said playing on the fact Cinder hated talking to Loki. "But alas it seems I come baring news." Loki said as soon a new voice was heard.

"Well this is a surprise." Came a new voice as Cinder looked and saw Watts.

"Don't even start." Cinder growled glaring at Watts.

"Oh no need see Loki and some new associates of ours had allowed the mistress to come up with a new plan to make all that we desired happen." Watts said as he walked in. "And I was tasked in making sure you and your… posy here make it back to the mistress with Loki." Watts said as Loki smiled.

"Yes our goal will be made real with this." Loki said as he pulled out to Cinder's sock the Tesseract. "As I understand Salem is seeking the Infinity Stones so why not make it easier and use this to bring in a different army." Loki said as Watts listened.

"Another army?" Cinder asked as Loki smiled to this.

"Why yes… I hear on planets like this… the Chitari will prove to be most useful to you." Loki said as Cinder was now intrigued by this new turn of events. In turn the group began to discuss with Watts promising to repair Mercury's legs but the end was the same… If they can't use Atlas or SHIELD to get what they want the Chitari will work better in there schemes.

(TBC)

ESKK: Now the new opening Song.

*Insert Tsukiyabureru Time to Smash by TM Revolution

-nemuru omoi atsumeta asu ga hayaku hoshii-

The Opening song began with a burst of energy as it began to show the crests of each Avenger as it began with James shield being thrown through the screen and was followed by his image. James image had a back image of Captain America as it was clear James was his legacy. The same effect began to happen with the others with differences as Torunn was next with her sword being raised and thunder bursting out from it, next was Weiss and Tony Stake AKA Iron-Man as the two were seen back to back as Weiss looked annoyed while Stark in his youth looked as cocky as ever. Next was Forest and Hulk as the two were seen to be at odds with each other yet still unified under a common goal. Next was Blake and Natasha Romanoff AKA the Black Widow as the two were smiling and shaking hands with each other. Next up was, Francis as it showed him and his far notching up an arrow to fire off side by side shwoign the family resemblance. Then it was Pym, and his parents as the two smiled to each other with Hank having a hand on his sons shoulder and his wife hugging her son, close.

-yobiatta hikari o zenbu tokihanatsu toki matteru-

The image was then followed up by Ruby and her mother as the two Marvel Roses high fived each other. Then it showed Azari and T'Chala as the two fist bumped. It began to scroll through the others with Penny and the Vision, Jaune and Rhodes, and finally Nora with Mjolnir.

-koumyou ni uragaesare gomakasareru mitai da

sekai wa mou kantan ja nai midaredasu byouyomi-

The images began to show each of the Avengers in battle of sorts as they were either training or fighting crime. James with his shield, Weiss with her armor and Glyphs, Torunn with her sword and Asgarian strength, Hawkeye with his bow and arrow, Blake and her Widow gear, Hulk and his unstoppable power. It then moved onto the others as it began with Ruby as Ms. Marvel while holding her mothers Captain Marvel Helmet almost seeming ready to put it on, then it was Jaune in the War Machine Armor ready to fly off into battle, following him up was Nora who had Mjolnir ready for battle, then came Penny as the Vision who phased through the wall and fired a laser from her head.

-houchi shite yamanu sunuuzu no (Break it, time to SMASH!)-

The screen then showed Cinder as she then transformed into her true form as Hela before swiping her scepter that held the Mind stone to show her army the Chitauri and the Grimm.

-setsubou ni yatto kizuku furi-

The screen then showed all the Avengers as well as the Hutsman like Qrow and the Vytal competitors. It then showed a portal opening in the sky and from it the Chitauri were seen pooring in as James and Ruby saw this. The two then nodded to each other and in turn charged at the foes as Hela leading the charge herself sent forth her Chitauri and Grimm. When the two forces clashed a huge burst of light was seen as it obscured the image in light for a moment.

-nemuru omoi atsumeta asu ga hayaku hoshii yobiatta hikari o zenbu tokihanatsu toki matteru-

The screen began a montage of Each primary Avenger in action going in the order of James, Torunn, Weiss, Francis, Blake, and the Hulk.

-hitori ja nai no o yakusoku to iu nara

shinjikitte nozomu kodou ga yurusarete eru mirai o-

The song was approaching the climax as it then showed the 'Mighty Avegners,' as first it was Ruby, then her sister Yang as Yang had some help from a man with a red star on his own prosthetic limb, then came Nora with Mjolnir, then was Penny again taking out multiple Grimm and Chitauri, up next was Jaune in the War Machine armor firing off missiles at the Grimm, and surprisingly topping it off was Ren who was accompanied by the image of a woman with weapons akin to wings.

It began to climax as the two groups of heroes gathered together and then saw Hela who was accompanied by the image of Salem who had the Infinity Gauntlet and in turn they charged head first to her.

-Tsukiyabureru!-

When the Charge finished the Avengers were seen standing in the void of the God of Light before it change to the view of Avengers Tower as the opening came to an end.

*End OST

ESKK: Well here it is the new Chapter 20 leading to a new Volume 3. Now then hope you all enjoyed this and until next time I will say Excelsior.


	22. Chapter 21 Marvelous Round One

Next Avengers Heroes of Remnant

ESKK: Ok here we go new chapter let's begin this folks.

*Insert Tsukiyabureru Time to Smash by TM Revolution

-Nemuru omoi atsumeta asu ga hayaku hoshii-

The Opening song began with a burst of energy as it began to show the crests of each Avenger as it began with James shield being thrown through the screen and was followed by his image. James image had a back image of Captain America as it was clear James was his legacy. The same effect began to happen with the others with differences as Torunn was next with her sword being raised and thunder bursting out from it, next was Weiss and Tony Stake AKA Iron-Man as the two were seen back to back as Weiss looked annoyed while Stark in his youth looked as cocky as ever. Next was Forest and Hulk as the two were seen to be at odds with each other yet still unified under a common goal. Next was Blake and Natasha Romanoff AKA the Black Widow as the two were smiling and shaking hands with each other. Next up was, Francis as it showed him and his far notching up an arrow to fire off side by side showing the family resemblance. Then it was Pym, and his parents as the two smiled to each other with Hank having a hand on his sons shoulder and his wife hugging her son, close.

-Yobiatta hikari o zenbu tokihanatsu toki matteru-

The image was then followed up by Ruby and her mother as the two Marvel Roses high fived each other. Then it showed Azari and T'Chala as the two fist bumped. It began to scroll through the others with Penny and the Vision, Jaune and Rhodes, and finally Nora with Mjolnir.

-koumyou Ni uragaesare gomakasareru mitai da

Sekai wa mou kantan ja nai midaredasu byouyomi-

The images began to show each of the Avengers in battle of sorts as they were either training or fighting crime. James with his shield, Weiss with her armor and Glyphs, Torunn with her sword and Asgardian strength, Hawkeye with his bow and arrow, Blake and her Widow gear, Hulk and his unstoppable power. It then moved onto the others as it began with Ruby as Ms. Marvel while holding her mother's Captain Marvel Helmet almost seeming ready to put it on, then it was Jaune in the War Machine Armor ready to fly off into battle, following him up was Nora who had Mjolnir ready for battle, then came Penny as the Vision who phased through the wall and fired a laser from her head.

-houchi shite yamanu sunuuzu no (Break it, time to SMASH!)-

The screen then showed Cinder as she then transformed into her true form as Hela before swiping her scepter that held the Mind stone to show her army the Chitauri and the Grimm.

-Setsubou ni yatto kizuku furi-

The screen then showed all the Avengers as well as the Huntsman like Qrow and the Vytal competitors. It then showed a portal opening in the sky and from it the Chitauri were seen pouring in as James and Ruby saw this. The two then nodded to each other and in turn charged at the foes as Hela leading the charge herself sent forth her Chitauri and Grimm. When the two forces clashed a huge burst of light was seen as it obscured the image in light for a moment.

-Nemuru omoi atsumeta asu ga hayaku hoshii yobiatta hikari o zenbu tokihanatsu toki matteru-

The screen began a montage of each primary Avenger in action going in the order of James, Torunn, Weiss, Francis, Blake, and the Hulk.

-hitori ja nai no o yakusoku to iu Nara

Shinjikitte nozomu kodou ga yurusarete eru mirai o-

The song was approaching the climax as it then showed the 'Mighty Avengers,' as first it was Ruby, then her sister Yang as Yang had some help from a man with a red star on his own prosthetic limb, then came Nora with Mjolnir, then was Penny again taking out multiple Grimm and Chitauri, up next was Jaune in the War Machine armor firing off missiles at the Grimm, and surprisingly topping it off was Ren who was accompanied by the image of a woman with weapons akin to wings.

It began to climax as the two groups of heroes gathered together and then saw Hela who was accompanied by the image of Salem who had the Infinity Gauntlet and in turn they charged head first to her.

-Tsukiyabureru!-

When the Charge finished the Avengers were seen standing in the void of the God of Light before it change to the view of Avengers Tower as the opening came to an end.

*End OST

(Start Patch Summer's Ship)

Summer and Ruby were sitting on the ramp leading into the space ship as Summer finished her update report to Nick Fury a while ago. Luckily Ruby had made great progress with her powers that Summer was comfortable letting Ruby have reign over them for the time being as long as she wore that power inhibitor. Sleeping on Summer's lap was a cat that had a collar naming her, Ein as the cat purred while sleeping. Zwei was staying as far away from Ein as possible as Summer found it funny that Zwei was the only one who knew what Ein really was while everyone assumed she was a simple cat.

"So Ruby ready for the tournament?" Summer asked as she had already talked with Tai explaining the situation to him and on why she can't come back just yet.

"Yeah thought the officials made my team and the Avengers give a handicap and asked Pym to stay out of the fight." Ruby said as she was happy to have made it this far.

"Yeah I can see why with how busy you've all been." Summer said as she smiled to her daughter.

"Yeah and dad is being well y'know dad." Ruby said as Summer smiled a bit as that was how all dads were. "He still teaches at Signal you know but… I think he misses going on Adventures with you." Ruby added as Summer needed Tai to stay on Earth so he can watch over Yang and Ruby. "Do you really have to go back?" Ruby asked as Summer then sighed to her daughter.

"I have to Ruby the Kree found me before I need to make sure they don't find Remnant again otherwise well you know." Summer said as Ruby understood the need to stop an Alien Invasion. "Besides Remnant has Huntsman other planets don't so I think it's fair in a sense." Summer added to which Ruby agreed with her on that.

"Well dad will be going back on missions soon and after everything from Ultron to finding out some students were behind the Breach I think it's safe to say we can use some quiet." Ruby said to which Summer agreed completely.

"Anyway I haven't gotten kicked out of Beacon yet! So that's cool. I think being on a team with Yang helps. I keep her in line." Ruby said as she smiled to her mother.

"Oh really I figured it was Hulk who kept her in line." Summer said to which both of them laughed.

"That was a joke." Ruby said as she laughed a bit.

"I know but it wasn't very good." Summer said as the two shared a laugh with each other.

"But she's actually a really great fighter, you can tell she's learned a lot from dad." Ruby said as she remembered what happened to Yang's arm thanks to Ultron.

"Well so are Weiss and Blake." Ruby said remembering her teammates. "Oh! They're my teammates. Together, we form Team RWBY. And yes, before you ask, that does cause a lot of confusion... Anyways, uh, I made a bunch of new friends and I met some... let's just say odd teachers. Oh! We've also stopped some bad guys too." Ruby told as she was met with silence. "I guess it's like what they say: Like mother, light daughter." Ruby said sadly as she looked at this. "I still wonder why Ozpin let me into the school early. But uh, I guess he'll tell me one day. You know how he is." Ruby said before realizing something as no doubt her mother already knew but smiled when she saw Summer listening regardless.

"It's funny, the more I get to know him, the more he starts sounding like Uncle Qrow." Ruby said while also remembering something. "Anyway people started calling me Ms. Marvel since you're apparently 'Captain Marvel,' so I guess it makes me your sidekick." Ruby smiled as Summer laughed.

"If it does then 'I'm Captain Marvel." Summer joked using a deeper edgy voice causing the two to laugh. "Well then your sister should be ready by now." Summer said getting up. "I'll give you two a ride before heading out after all nothing makes a better statement then flying to the tournament in a space ship." Summer said as Ruby smiled to this.

"Out of the way me first!" Yang called out zooming past the two no doubt wanting first crack at the shotgun seat. The two Roses looked to each other and shrugged before going after her to stop Yang from destroying Summer's ship.

(Scene Break Amity Stadium Vytal Festival Tournament)

The sound of the crowd cheering of both human and Faunus with the sound of action is happening, on a field that is a mix of fire and frozen lands.

Team Ruby was going against another team, With Ruby twirling her Crescent Rose before running off, Blake fighting a girl with green hair with Eye black on her face, and using a board of some sort of a weapon to fight against Blake.

Weiss slash with her rapier before using her semblance to summon a glyph and running off to her opponent, Yang was getting push back by a dark skin girl with blonde hair wearing Xiaolin robes as it seem this girl was just using her fist against Yang herself. Yang of course had a new arm now curtesy of Weiss as she used it to block most attacks fired off at her like Wonder Woman from DC Comics had done.

Up in the announcer booth with Peter Port and Doctor Oobleck was looking down at the fight as Port started to say, "Ho-ho! It seems we have another astonishing bout ahead of us! Wouldn't you agree, Professor?"

Oobleck turn to his co-worker and said, "-Doctor! And yes, Peter, I think it's safe to say: this match may be one of the closest we've seen in the four-and-four round of the tournament!"

Both professors turn back to the camera as Mr. Port say to the viewers, "For those of you just now joining us-"

The view zoom out to the field looking at the big screen "-Welcome to the Vytal Festival Tournament!"

Looking from a high above view of the Stadium with the speakers reaching the height of the area as Port went on saying, "Broadcasting live from the Amity Colosseum!"

View change again to see air ship that are now coming in with more people, and maybe other teams as well that are within the Tournament.

(Cut back to Amity Colosseum)

Slowly look down at the field, explosion was showing as it seem the fight is going more strongly now.

Going back to the booth as Port Said to all the people in T.V land, "If this is your first time watching allow us to break down the rules."

Going to Oobleck as he started to how the Tournament work as he said, "The Tournament is divided into three distinctive rounds: Team, Doubles, and Singles. Age and school year are irrelevant. In this tournament, the only attribute being tested... is skill." Push up his glasses as he finish.

Cut to Port as he said, "Correct! The winners of this battle will elect two of their members to represent them in the doubles round. Followed by the winners of that round choosing one member to advance once again! The remaining combatants will then fight their way through the final bracket in the hope of achieving victory for their kingdom!"

Cut to booth professors now as Oobleck said, "And yes, Peter, these certainly area some spectacular spectacles on which to spectate on, and I don't think anyone tuning in around the world is going to disagree with me on that!"

"Ahh, and why would they? Now, let's get back to the match between team RWBY of Beacon, and team ABRN of Haven." Peter said as the battle in the stadium continued.

(In the Ring)

Blake was fighting her opponent as she was using clones to keep constant attack on her opponent. But she quickly got on her board and began attacking Blake but Blake used an ice clone to throw her off and force her away by cutting her board in two but the result was the board turning into two guns. But before the hoodie wearing girl quickly wiped out as she landed on her rear end and it hurt as Blake cringed at that.

Yang meanwhile was punching against a monk like girl as they exchanged punches but unlike Yang the monk girl had strength in kicking as well as the girl then kicked Yang into the ice area causing her to lose her footing as the Ice was slippery. Yang tried to get her feet in but she was slipping as she looked and saw another member of Team ABRN was aiming there weapon at her but then the Ice behind him blew up freezing his feet.

Ruby held Crescent Rose in gun form as she smiled. "I got your back." Ruby said with a smile before a member of Team ABRN called her out.

"Yeah but who has yours?" He asked as Ruby saw him just in time to see Weiss blast him away with her Glyphs.

"My BFF!" Ruby called out as she saw Weiss there.

"Not now." Weiss scolded before she went off as Ruby turn around cloche her hand as she said, "Yes!"

With the staff guy as he try to recover from the attack he gotten, as in front of him a Glyph appeared. AS eh tries to stand up, Weiss was already upon him, as she use her Glyph to accelerate her speeds and slash at the guy.

Stood still for a moment as the guy didn't see a glyph behind her as well as Ruby as she came up from behind, jumping from the glyph high into the air and about to slash the guy, but he block the attack with his aura on high, with the guy gave a smirk, Ruby seem arrogated as she pull the trigger and fire a round at the guy as it both them both back, as the guy slide on his back, while ruby landed on her feet next to Weiss.

As the guy look both girl, his eyes drifted to the side and started to run off as Weiss jump up and summon ice spear and try to hit the guy, but he dodge them in the nick of time as he ran at Ruby as well, when she slash at him, he jumped over her, as she said, "What?!"

What the guy was going for was the fire crystals that was on the field, as he broke a piece off, then turn around to throw it at the green hair hooded girl, as she turn around and catch it, she put it in her board.

Blake started to worry, as the girl look over to her, gave a wink before she took off over to her teammate that was frozen in place, and thaw out the ice, now he was free.

Riding over to Blake as she jump into the air, and use the back of the board to slam into Blake, as she block it with her weapon, but the energy output was put on high as the green hair hood girl Blast Blake with it, slamming her into the ice behind her shattering it. Luckily thanks to the Super Soldier Serum Blake was able to tank it and was already back on her feet.

The girl seeing this quickly tried to attack Blake but Blake dodged and escaped using her weapon to dodge the attack and slingshot herself away. The opponent followed and saw Blake just standing there as she smirked and went after her. But when she attacked Blake vanished revealing it was a clone as Blake's weapon appeared as it now made a line that stopped her which Blake took the chance to kick her out of the ring where she hit the wall.

"Ooooh, double whammy! Reese Chloris is eliminated by ring-out AND Aura level!" Peter said as Reese saw this and growled to it.

"OHH she really should've worn a helmet." Oobleck said as the fight continued making Reese slammed her fist on the ground in anger and frustration.

The rifle holding member of team ABRN was aiming at Weiss only to have the Staff wielder slam into him be means of a Glyph. Weiss smirked as she then used her Gravity Glyph to force the two upward and make a giant fist of ice that grabbed them and then turned in a ball of ice with the two boys stuck in said ball.

The monk member of them team saw this and rolled her eyes as they began rolling to the edge. The monk girl appeared as she stood her ground before the ball as then she punched it shattering it as her teammates it and freeing her teammates.

Weiss seeing this turned you Yang as she had an idea. "Yang!" Weiss called as Yang looked. Weiss then made an ice wave for Yang to slide on as she looked. "Now!" Weiss called as she was ready.

Yang smiled as she then used her gauntlets to begin sliding on the Ice using her weapon as a booster. Blake then jumped in and threw her weapons for Yang to grab which she did. Blake then jumped with Ruby's help and then used the momentum to throw Yang to their opponents. Yang was soon airborne as she flew at the opposing Team and then punched them all with a war cry and send them to the Fire Zone where they got cooked and there Aura depleted.

The crowed cheer loudly than before as Yang mouth, 'Yes!' as Ruby cheer in the background as Port announce, "And that's the match! Team RWBY is victorious!"

AS Weiss looked around in disbelief as they won the first round as she asked herself, "We did it?"

"As Team RWBY advance to the 2nd round, time to clean the field and ready the next match." Port said with Team RWBY leaving the field along with team ABRN.

Going through the tunnels as Ruby was happy that her team won as some from the side said, "Hey Congratulation Ruby!"

"James!" Ruby cheered seeing James there.

"Saw the whole thing." James smiled as he looked to his friend.

"So you guys are next?" Weiss asked as James nodded.

"Yeah Pym staying out of this one though sorry rules are rules." James said knowing Pym at least got a front row seat for what was coming.

"Well good luck we'll be cheering you on!" Yang said giving James a thumbs up with her new Vibranium alloyed arm that was spray painted yellow by Yang herself.

"I'll let the others know that also." James said as he was ready to roll.

(Later Locker Room the Avengers)

James was fastening the Straps of his shield as he took out Widow Magnum making sure he had a full clips and spares. Nearby Francis was making sure his Arrows were set up for the oncoming battles as he spun the arrow heads and secured them onto the rod. Nearby Azari was making sure his gear was all set up while Torunn swung her sword before sheathing it on her back.

It was clear the Avengers were ready to fight as they had all the gear they would need here. "Team Avengers please report to the Stage for your bout." Peter was heard as James nodded and got up ready to fight.

"Let's go guys." James said as they headed for the exit.

(Later in the Tunnel)

The Avengers were walking down a dark tunnel making their way to the Ring for their bout. Since Cinder and her group were ousted as criminals a manhunt was going on for them. So far there has been no such luck after searching all there hideouts in Vale. But right now they weren't fighting villains or the sort to save the day. They were fighting a tournament against an opposing school and despite it being to promote peace the Avengers aimed to win this to the best of their abilities.

Once they entered the light at the end of the tunnel they would be in for a good fight.

(Scene Break Stage)

"Now introducing." Peter began as the Avenger walked onto the stage. "Beacon Academy's Mightiest Huntsman the Avengers!" Peter called out as the Avengers took the stage and saw the massive crowd cheering the greatest heroes Remnant has to offer the world. Francis did a two finger kiss salute as he looked to the crowd as it was clear they were back to being famous in Remnant.

"Yeah that's what I'm talking about!" Francis called out as he just loved his job.

"And there opponents for this match." Doctor Oobleck began as the group looked and saw their opponents. A young man with red hair and no notable weapons, a girl dressed like a witch with what they saw was an axe weapon, a spikey blond haired wild looking young man with similar weapons to Azari, and another girl with blue hair and a rifle based weapon. "Team SLVR (Silver) of Haven Academy!" He called out as the Avengers saw their opponents.

"They don't look so tough." Torunn said as she saw them but James disagreed with her.

"Don't be so sure they may have skills we haven't seen yet." James said as he and Silver glared at each other ready for whatever tricks they may have.

Just then holographic screens appeared around them as they began to spin about to select a field for them to fight in. As they were ready for anything the two teams got ready as James had his shield out ready to bust some heads in. Just then the fields were chosen as coming up from behind Team SLVR was a thundering mountain area that released some thunder strikes causing Torunn to smirk to that.

Behind the Avengers the chosen field was a thick forest as it began to rise up as it was perfect for both Azari and Hawkeye with their weapons of choice. Once all was ready Peter Port was heard as he began the countdown for the fighters. "3… 2… 1…" Peter counted down as they got ready to fight. "BEGIN!" He called out and thus the Avengers and Team SLVR were both on the move.

"Avengers Assemble!" James called out erupting some cheers from the crowd at getting to here James say this in person.

Torun charged in with sword raised as she went for the Witch Girl named Ragora Cinarum. Nearby Francis made his way with Azari to the forest area as he fired off arrows at Vella Moisia and Lycan Arcadia. The two of course gave chase as Lycan roared out at the duo. "I'm gonna smash your stupid faces in!" Lycan called out as Vella heard him.

"Wait Lycan!" Vella cried out as the duo went after the two Avengers taking the home field advantage.

James meanwhile was already on the attack as he flung his shield at Silver who blocked it with a sword made of ice. James had noted how his selves changed color to match it and kept a mental note of that for the fight. He then took out Widow Magnum and began firing it at his opponent while charging in. Silver then made an Ice Shield and began blocking the attack waiting for James to get close enough. James then had Widow Magnum change for Gun to Sword form and slashed at him.

Silver saw it coming and parried only for James to use the momentum to jump over Silver catching him off guard. James then slid on the ground and grabbed his shield before sending it back at Silver. The Shield hit him and due to the Vibranium it ricochet from Silver and flew back torts James who caught it.

"Nice move." Silver praised as he started to get back up. "Gotta remember that one." Silver said as the lining on his sleeves then turned red with the disk on the back of his coat spinning so the red gem was on top. "Now then." He began as then a flaming Claymore was summoned into his hands. "Let's get to it." He said while he shouldered the Claymore weapon in question.

"Bring it." James said to his fellow redhead.

(With Torunn vs Ragora)

Torunn and Ragora were slashing their heavy weapons at each other as they were closer to the thunder mountain area of the stage. The two slashed at each other as weapons met blow to blow with a few hits mixed in. The two then jumped back as Ragora began to fire her weapon in gun mode off on Torunn. The Asgardian responded by dodging it and using her sword to defender herself from it by spinning it by the strap.

Torunn then jumped torts the mountain and raised her sword skyward summoning the thunder to her blade. Once she got it she sent it at Ragora who went wide eyed and dodged as fast as she could not wanting to be electrocuted by Torunn's power.

"Ok she can light things up." Ragora said as Torunn glared down upon her opponent.

"I can do more than that." Torunn said as she was told to hold back her strength but sometimes an Asgardian simply can't help themselves.

"Well then this should be interesting." Ragora said as she smirked at Torunn ready for their fight to continue.

(Meanwhile with Francis vs Vella)

Hawkeye had an arrow notched up as he hid in the bush area of the forest part of the Stage. He made sure to keep his eyes peeled for any trouble as Azari was nearby looking for Lycan. Vella's weapon was a bow-gun type weapon meaning she was an archer like himself. The question was if she was going to attack soon. Just then Hawkeye saw a twinkle and heard a gunshot and quickly dodged it.

He then fired his own arrow as lucky for him his arrows were silent but deadly. He then notched up three more arrows and fired them at the same time. The three arrows hit the trees before forming a shield of sorts as a bullet hit the barrier. He then saw a Glyph appear on the shield and in turn the trees were pulled into each other and pulled torts Vella.

Vella was heard crying out as it was clear she got pulled in as well. Francis then ran in as he saw Vella just in time for her to deactivate her semblance and dodge under the flying trees. She then rolled out of the way to avoid Francis firing his arrows at her. They were explosive arrows as Vella was forced to get to cover from the multiple explosions.

She then got to Hawkeye and switched her weapon to a melee mode but Hawkeye then used his bow as a staff weapon causing the two to have a melee fight. Francis then jumped back in time to avoid another attack before he pulled out an arrow and spun it in his hand. Vella was caught off guard when she saw the arrow begin to glow and in turn he threw it at her.

Vella cried out as she was hit but still lucky as her Aura held on. "No fair." Vella said as she didn't have gadgets like that to fall back upon.

"Should have taken the cat." Hawkeye taunted a bit as Vella laughed a bit in response.

"Well it's just a tournament so let's keep going." Vella said with a smile on her face which Francis returned.

"You're on." Francis said as he was ready for their first tournament fight to continue.

(Meanwhile with Azari vs Lycan)

Already the two were at each other as they fought like the animals they were modeled from. Azari crouched down before lounging at Lycan who responded by clawing at Azari. Azari jumped over and did the same before Lycan was on him instantly. Lycan began to use his semblance to double up the damage done on Azari as he was being hit by Aura clones.

When Azari was knocked to a tree he fixed himself and landed safely on the branch glaring at Lycan. Lycan then roared out and attacked as Azari then decided to fight fire with fire by activating his own semblance. In turn when Lycan used his own he was then hit by his thunder like clone which then exploded upon impact. The result was Lycan being sent flying back as the two once more went at it to beat each other.

Azari then fired the daggers at Lycan who back flipped away to avoid them. But just as Azari landed Lycan then went for the offensive as Azari's marks began to glow summoning his lightning power. In turn Lycan was knocked back when Azari unleashed it on him before the two began to run side by side in the woods. Clearly they were trying to find another venue for their fight.

(Back with James vs Silver)

James back flipped away and used his shield to block the exploding Claymore from Silver who smirked to his foe. But Silver wasn't done as he then summoned a tornado Lance and flung it at James who was unable to block it before he was hurled away by the wind. When James was about to get back up Silver was upon him with two Ice Swords.

But before he could attack an arrow with a boxing glove came in and hit Silver in the face. The result was Silver being flung off course and James looking to see Hawkeye smirking after firing off the arrow. "Got him." Francis smirked before returning to his fight with Vella.

James saw this and nodded before returning to the fight with Silver. But as he did so he saw a thunderbolt firing from above in the mountain as he then looked to Torunn before getting an idea. "Torunn!" James called out getting the Asgardian's attention. "Get up there!" He ordered while pointing to the mountain.

"No you don't!" Ragora called out giving chase only to avoid an arrow shot from Hawkeye.

"Guys gather up and give her some cover!" James called out as the order was clear here.

In turn James threw his shield and hit Silver back allowing his teammates to gather up for the next phase of the plan. "Give Torunn some cover and get these guys Aura level as low as we can." James said as it was clear he planned to end this fight soon.

In turn SLV charged at the Avengers who returned with force to Give Torunn the cover she needed for this.

(With Torunn)

Torunn was seen jumping up the mountain as Ragora chased after the Asgardian. With each hop Torunn had to deflect fire from Ragora who was clearly not letting Torunn do what she was told to do right now. As she kept jumping she then nearly avoided a gun shot from Vella as she had her weapon on full bow mode. But before another shot could be fired James saw this.

"Azari!" James called out as he charged at Azari. Once Azari saw this he nodded and in turn the two linked hands before Azari used the momentum to throw James to the line of fire.

Thus when Vella was about to fire off her weapon her shot was deflected by James who had his shield out. This in turn gave him some momentum which he then used to throw his Shield at Ragora which threw her off course when she was about to slam her axe on Torunn.

Once Torunn was at the top she raised her sword upward and summoned the lighting upon her causing her eyes to glow with the power. Once she did so she began to form it around her for one big boom as SLVR had begun to regroup.

"Guys take cover!" James called out as he, Azari, and Hawkeye ran for cover.

Torunn then roared out as she came down upon the wide eyed Team SLVR who was then blasted back by Torunn's attack. It was so powerful that not only were they sent out of the ring they had their auras completely depleted from the attack.

"Winner by knock out and Aura depletion The Avengers!" Peter called out as Oobleck noticed something.

"Should someone see if their ok?" Oobleck asked as they weren't exactly moving right now.

(Stands)

"Did they?" Pym asked as he sat next to Forest and Team RWBY.

"They did." Ruby finished as she saw this. From the seating where the teams still in the tournament were sitting as team RWBY saw this and were all very impressed, even Ruby was happy for them for them advancing as she jump in the air and said, "They DID IIIIIIIIIIIII-

(Change background)

"-s anyone else starving?" Ruby said as she rub her gut, with her team seem hungry while with the Avengers it was hard to tell if they were hungry or not, if they were then they cover it up well.

"I may have worked up an appetite," Blake said as her stomach growl like a Grimm on the hunt for food. Blake looked embarrass until someone else stomach growl, and more loudly as everyone turn their attention to Francis as he said, "I could eat a buffalo right now."

"Yes after such a long hard battle a feast is in order!" Torunn boasted with pride over their victory.

"But where will we get food?" Pym asked as he was complaining once more.

Gee, if only there were somewhere on campus to get food around here," Weiss said with a sarcasms tone, and then did a surprise motion but it did sound like it and said, "Oh wait."

AS all around them there was a fair going on with lots of food stands, shops to look at, and games to play.

Ruby patted her shoulder and said, "It's, okay Weiss. I forget about the fairgrounds too."

"Ms. Rose Ms. Schnee was being facetious about it." Forest said as he looked to Ruby while adjusting his glasses a bit.

"Exactly!" Weiss scolded as she swore that it shouldn't be possible for her and Ruby to get along so well as Ruby throw her arms up and said, "What- Well, if you were hungry, why didn't you say so!?"

"C'mon! I know just the place." Yang said as she smirked to Torunn who also knew the place that Yang was mentioning.

"Well you all best go on without me I have a meeting to attend to." Forest said as Yang smirked to him.

"Off to meet his teacher for some 'private booty lessons,' that may or may not turn into a game of hide the zucchini." Yang said as Weiss gagged at such a thing.

"Dammit Yang!" Francis called out as Ruby heard the curse word.

"Language!" Ruby scolded as this got a laugh from everyone.

"Let's just go I'm hungry." Pym complained as Azari smirked to this.

"Hi hungry I'm Azari." Azari joked as this got a laugh from the others save for Yang.

"Dad joke." Ruby laughed as it was so cheesy but the set up was spot on.

"Oh come on it wasn't that funny." Yang said as it was clear Yang had a bad sense of humor.

(Later at the noddle place)

"Hey Lee." Yang said as Stan Lee was running the shop this time.

"Hey Yang glad to see you all here." Stan said as he was working the counter. "Saw your fights earlier gotta say you surprised me." Stan praised as Yang smiled.

"Yeah but you gotta admit the Avengers can't be beaten so easily." Yang said as Stan smiled to this.

"Well of course true believers are always looking to you guys for support so don't let them down." Stan said as this got a smile from everyone.

Just then a new voice was heard as it was associated with an argument. Cleary the arguing due was going at each other to which Stan stepped in on this. "Hey you troublemakers don't make me come over there!" Stan called as the arguing couple began to leave. "Anyway what will it be?" Stand said returning his attention to the group.

"I'll have the bowl of the regular, please." Yang asked before a bowl of noodles slid to her.

"Oooh, I'll have what she's having." Ruby said motioning to Yang before the noodles slid to her.

"Hmm... Do you have anything a low salt-?" Weiss began before the noodle bowl slid to her. "Ah! Umm... ok?" She said clearly caught off guard.

"Hit me with your best." Francis said as he would accept the challenge. 

"Give me your absolute best." Torunn said as Stan nodded.

"The Asgardian Special it is." Stan said as it wasn't long until the largest bowl was slid over to Torunn who was ready to eat.

"I'll have whatever." James said just before a bowl came to him.

Blake simply nodded as the old man nodded in return before he went to the back which was followed by cooking sounds before he appeared with a bowl of noodles before Blake with large tuna in it. Blake had stars in her eyes with drool as she was ready to dig in at a moment's notice.

Weiss then pulled out her credit card as it was shiny as she smiled. "Aww Weiss! What's the occasion?" Yang asked as Weiss handed the credit card to the kind Stan Lee.

"Consider it thanks for sending me to the doubles round and an apology for the, you know what." Weiss said as they all knew what she was talking about. "Plus it's only fair I treat you all seeing as being heroes we need to keep our strength up to fight at a moment's notice against criminals." Weiss said as she then reached her hand out in time to catch her card and in turn their food was paid for.

"Well then let's dig in." James said until a new voice was heard one they were familiar with.

"Looks like you guys are having a good time." Pyrrha said as she walked to the stall.

"PYRRHA!" Ruby and Pym both called out happy to see their classmate as Pyrrha looked and saw them. With them was Nora who now had Mjolnir strapped to her belt ready to be used at a moment's notice and to summon the armor she was given by Thor himself.

"Come join the party." Yang said with a smile on her face as she saw the two Auxiliary Avengers had arrived in Nora AKA THORA and Jaune AKA War Machine.

"Don't mind if we do." Jaune said with a smile on his face as he joined the group for a long awaited meal.

(Later after the Meal)

The three teams had full stomachs as Jaune looked sick before slamming his head to the table. Ruby, Yang, and Blake were smiling with full stomachs as Weiss holding her full stomach with discomfort. JNPR had Jaune looking sick with Pyrrha happily pushing her empty bowl away with Nora smiling over a full stomach, and Ren looking a bit uncomfortable.

The Avengers ranged as James was done as Francis slammed his head to the table showing he was full and sick now. Nearby Pym had his head on the table pushing the bowl away showing he was also full. Nearby Azari was seen cleaning out his teeth of any leftover food before he then hiccupped causing his powers to go off. Torunn was still eating there as she was already on possible her tenth plate as no doubt she ate almost as much as the Hulk does.

"Is the feast over?" Torunn asked as clearly she wasn't done eating yet making many wonder where the Asgardian puts it all.

"Are you sure it's wise to have eaten before the fight?" Ren asked as he looked to his teammates while Stan quickly gathered up the empty bowls.

"Of course! It will give us energy." Pyrrha said as she smiled which was followed by a very loud belch from Nora.

"Ughhh if I barf I'm blaming you." Jaune said as he had his head on the table.

"Oh! Aim it at the enemy!" Nora said with a sinister smile.

"Nora! That's disgusting." Ren scolded Nora before looking over to Jaune. "But if you do feel the urge..." Ren said as Jaune clearly heard him.

"Got it!" Jaune said giving a thumbs up.

"Well, we should be off." Pyrrha said as she stood up knowing there match was next.

"So, you think you guys are ready?" Ruby asked as she looked over to Team JNPR with curiosity over them.

"Of course we got world renowned fighter a world renowned fighter on our team, what is basically a ninja, I can bench five of me and have this." Nora stopped to raise her hand and in turn Mjolnir flew to her hand flying off her belt, Jaune who stole a suit of armor from Weiss, we trained all year our weapons are awesome, Glynda barely yells at us anymore, and uh armor thief Jaune." Nora said as Weiss nearly forgot that Jaune hadn't returned the War Machine Armor yet.

"Are you gonna take that?" Ren asked as he looked to Jaune.

"She's not wrong." Jaune agreed as he knew by stealing her armor his chances of dating Weiss are absolute zero now.

"I'm kidding he knows I'm kidding." Nora said as she smiled to the group. "Don't be so nervous the worse that can happen is we lose then it's just a few more years of walking around school with everyone knowing we're failures our friends will slowly abandon us to preserve their social statues Weiss will take back that War Machine Armor Thor will take Mjolnir back we won't be able to show out faces in class no one will want to sit with us in the cafeteria Ren and I have no parents so we have no home left to go to and we'll be officially be remained team LSPR!" Nora cried out as the color had drained from her body before she was weeping on the table showing that she should have shut her mouth while she was ahead.

"So yes we're feeling pretty good." Ren said as he was also nervous himself.

"Don't fret if anything we should be looking forward to a fight with actual guidelines and not… well murders." Pyrrha as Yang smiled to this.

"Yeah don't sweat it we faces way worse before." Yang said as Blake then spoke up.

"Let's see Grimm Invasion, violent extremists; a destructive sociopath." Blake listed off before Azari picked it up.

"A robot army invasion, super powered criminals or sicko's, and a murder bot." Azari listed off as Weiss glared at him.

"I said I was sorry." Weiss said as she had the best intentions available for Ultron at the time.

"And that's all while we were still in training! Oh imagine what it'll be like when we graduate!" Ruby gushed as she cut in to this.

"Well we save the day more times than needed we might as well graduate right now." James said as Ruby scoffed at this.

"Oh please Heroes do this stuff for free we still need an income after all." Ruby said as that much was true in a sense.

As someone else was about to say something, the voice of Peter Port on the speakers announce, "Would Team JNPR please report to the battle grounds immediately." "Yes! Like they were scheduled to several minutes ago?" Oobleck said to follow up.

Everyone look to team JNPR as Pyrrha said, "Well, it looks like this is It." as Team JNPR started to leave with Jaune trying to get out of his seat without puking all over.

Ruby yell out to them as she said, "Go get'em!"

(Scene Break the Stadium)

People were cheering as team RWBY and the Avengers were seen walking into the stadium as they made their way to their seats. Unaware to them another duo walked in looking to be from high class society. The younger woman was walking with her arms in gloves and wearing a dress fit for the event. With her was a man with a green suit and coat as he walked about with an odd looking cane.

These two were in fact Cinder and Loki as they had a job to do. Thanks to Loki and Cinder's magic they managed to blend in and now they had to make their way into the Vault and kill Amber before summoning the Chitauri. For now though they would observe the battles to come.

(Later in the VIP Stands)

"Why did we come here?" Cinder asked as she glared at Loki.

"Now no need for such a tone think of this as a friend father daughter bonding." Loki began as he sat down with Cinder. "Furthermore we can use this to gather information seeing as two members of that Beacon Team are Avengers." Loki sad as Cinder took a popcorn cornel and with her power popped it with ease.

Cinder knew how this would end and thus opted to let it be for now despite SHIELD watching things like hawks. This was just phase 1 and thus they had to be ready for anything that was or is coming.

(Stage)

"Team JNPR of Beacon versus Team BRNZ of Shade." Peter Port said as both combatants were ready to fight. It was then the holo screens appeared around them as they began to spin to decide what stage they will fight in. It was when the first stage was selected a green symbol with a pine tree appeared as the first choice. The Second one was a mountain range much like The Avengers fight but luckily it was repaired for team JNPR's fight showing the greatness of the Amity Stadium.

"3... 2... 1... BEGIN!" Peter said as the fight started and both teams charged at each other.

(TBC)

ESKK: Now then I hope you all enjoyed it and until next time I will once more say to you ja-ne.


	23. Chapter 22 New Challenges Incoming Foes

Next Avengers Heroes of Remnant

ESKK: Ok new chapter so let's roll out!

*Insert Tsukiyabureru Time to Smash by TM Revolution

-Nemuru omoi atsumeta asu ga hayaku hoshii-

The Opening song began with a burst of energy as it began to show the crests of each Avenger as it began with James shield being thrown through the screen and was followed by his image. James image had a back image of Captain America as it was clear James was his legacy. The same effect began to happen with the others with differences as Torunn was next with her sword being raised and thunder bursting out from it, next was Weiss and Tony Stake AKA Iron-Man as the two were seen back to back as Weiss looked annoyed while Stark in his youth looked as cocky as ever. Next was Forest and Hulk as the two were seen to be at odds with each other yet still unified under a common goal. Next was Blake and Natasha Romanoff AKA the Black Widow as the two were smiling and shaking hands with each other. Next up was, Francis as it showed him and his far notching up an arrow to fire off side by side showing the family resemblance. Then it was Pym, and his parents as the two smiled to each other with Hank having a hand on his sons shoulder and his wife hugging her son, close.

-Yobiatta hikari o zenbu tokihanatsu toki matteru-

The image was then followed up by Ruby and her mother as the two Marvel Roses high fived each other. Then it showed Azari and T'Chala as the two fist bumped. It began to scroll through the others with Penny and the Vision, Jaune and Rhodes, and finally Nora with Mjolnir.

-koumyou ni uragaesare gomakasareru mitai da

Sekai wa mou kantan ja nai midaredasu byouyomi-

The images began to show each of the Avengers in battle of sorts as they were either training or fighting crime. James with his shield, Weiss with her armor and Glyphs, Torunn with her sword and Asgardian strength, Hawkeye with his bow and arrow, Blake and her Widow gear, Hulk and his unstoppable power. It then moved onto the others as it began with Ruby as Ms. Marvel while holding her mother's Captain Marvel Helmet almost seeming ready to put it on, then it was Jaune in the War Machine Armor ready to fly off into battle, following him up was Nora who had Mjolnir ready for battle, then came Penny as the Vision who phased through the wall and fired a laser from her head.

-houchi shite yamanu sunuuzu no (Break it, time to SMASH!)-

The screen then showed Cinder as she then transformed into her true form as Hela before swiping her scepter that held the Mind stone to show her army the Chitauri and the Grimm.

-Setsubou ni yatto kizuku furi-

The screen then showed all the Avengers as well as the Huntsman like Qrow and the Vytal competitors. It then showed a portal opening in the sky and from it the Chitauri were seen pouring in as James and Ruby saw this. The two then nodded to each other and in turn charged at the foes as Hela leading the charge herself sent forth her Chitauri and Grimm. When the two forces clashed a huge burst of light was seen as it obscured the image in light for a moment.

-Nemuru omoi atsumeta asu ga hayaku hoshii yobiatta hikari o zenbu tokihanatsu toki matteru-

The screen began a montage of each primary Avenger in action going in the order of James, Torunn, Weiss, Francis, Blake, and the Hulk.

-hitori ja nai no o yakusoku to iu nara

Shinjikitte nozomu kodou ga yurusarete eru mirai o-

The song was approaching the climax as it then showed the 'Mighty Avengers,' as first it was Ruby, then her sister Yang as Yang had some help from a man with a red star on his own prosthetic limb, then came Nora with Mjolnir, then was Penny again taking out multiple Grimm and Chitauri, up next was Jaune in the War Machine armor firing off missiles at the Grimm, and surprisingly topping it off was Ren who was accompanied by the image of a woman with weapons akin to wings.

It began to climax as the two groups of heroes gathered together and then saw Hela who was accompanied by the image of Salem who had the Infinity Gauntlet and in turn they charged head first to her.

-Tsukiyabureru!-

When the Charge finished the Avengers were seen standing in the void of the God of Light before it change to the view of Avengers Tower as the opening came to an end.

*End OST

(Start JNPR Battle)

Team JNPR and BRNZ glared down each other as Jaune and Nora were both told not to use the War Machine Armor or Mjolnir in this since it would give them an unfair advantage. Weiss of course made a comment when hearing this that Jaune would be at an unfair disadvantage without it as it was a miracle in itself she hasn't turned his ass in to the authorities for his forged documents.

"3... 2... 1... BEGIN!" Peter said as the fight started and both teams charged at each other.

Come on guys!" Jaune called as the two teams charged. Though a member of Team BRNZ went the opposite way and jumped into the tree line as he got his rifle ready. Two of the Team members ha fist based weapons while the last had some sort of baton as they fought. That was when a gun shot was heard as Jaune looked at it and went wide eyed.

"Retreat!" He called as his team saw there was a sniper and quickly ran to get cover. Once they did Pyrrha was the first to speak.

"What do we do?" She asked as Jaune looked over the cover to see if they can get an advantage only to see the opposing Team coming after them.

"Spread out! Try to keep moving!" Jaune ordered as he then blocked a punch from his opponent.

Ren was facing the Baton wielder as said wielder looked back and nodded to the Sniper. The Sniper then began to fire throwing Ren off his balance. But when Ren dodged he was hit by the Baton wielder only to have the Baton wielder jab at his gut shocking him as he fell before Nora.

"Ren!" Nora called as she got angry and charged at the Baton wielder. But when Nora got jabbed in the stomach she smiled as she was getting shock showing she wasn't affected.

"Oho, looks like one of my favorite students, Nora Valkyrie, is charging up to use her Semblance!" Peter said as the baton wielder was shocked.

"What?" He asked surprised to see this.

"Yes, Miss Valkyrie's Semblance lets her produce, as well as channel, electrical energy straight to her muscles. This allows her to jump explosively into the air, wield her mighty hammer, or in this case, absorb Nolan's attacks and send the young man flying." Oobleck said as Nolan was shocked especially sense he didn't let up the electricity this whole time.

"WHAT?!" He called as next was probably going to hurt. Nora then smiled before jabbing at Nolan with her hammer but it was more of a tap as that was all that was needed to send him flying into a large rock on the forest side and breaking it.

Jaune realized Nora had a similar Semblance to Torunn and even without Mjolnir Nora was still a true thunder girl hence why everyone feared the combo of Torunn, Yang, and Nora. "Nora! Get to the mountain!" Jaune called as he pointed with his sword to said Mountain.

"You got it!" Nora called before heading to the mountain.

"Ren, try and distract the sniper!" Jaune called out the order as Ren looked and nearly got shot said sniper.

"Sure, why not?" Ren said showing he really didn't want to do it as already he did not like this plan.

Jaune and Pyrrha charge in as Nora jump to the top of the mountain, a guy with circler saw blade weapons throw his weapon at Jaune as he block it with his shield. Pyrrha had no trouble deflecting it but the force of it caused Jaune's shield to hit him in the face.

Once the attack stopped Jaune and Pyrrha jumped in to help turn the tides.

(VIP Stands)

From the fighter seats, Ruby cheer on her friend as she said, "Yeah, go get'em Jaune!"

"Well, he's certainly improved," Weiss commented as Azari smirked a bit. "Yeah but not by much." Azari said as he saw the battle go on.

"Yeah but he still ain't got nothing on Pyrrha!" Yang said as she raise her fist in the air as James chuckled a bit.

"Hey he survived Torunn punching him I think he'll be ok." James said as he knew the Asgardian was strong even without her sword.

(Back to the battle)

Back on the field as Pyrrha was taking on two people and dodge the flying saw blades as she keep blocking, countering, and hitting hard against the two, then kick one away.

The sniper keep her aim on Ren as he was coming in fast to her, to keep her aim on him, with Ren dodging each shot, as he came near Pyrrha and Jaune area, he jump a bit just to bend his legs back to slide under to avoid anyone, then gotten back up and keep charging, the guy from before stood in his way as he fire at him.

Dodge the shot, as Ren got up and person with his bladed part of his weapons, and he slash and stab at the guy, but he keep moving, until Ren gotten his the guy baton under his blades, turn him around facing the sniper.

With no clear shot, she look for a different target as she see Nora reaching for the top of the mountain, and took aim on her.

With Ren struggling with the guy he had as he yells out to warn his friend, "Nora!"

Jaune counter an attack from a guy with brass bladed knuckle weapons, and look up to see Nora slowed down a bit when she climbing up by hand.

Jaune calls it as he said "Pyrrha, up!"

Pyrrha came running up, passing the saw blade guy as she block one and slide by, as Jaune throw off the bladed knuckles guy as he raise his shield up with Pyrrha jumping up on it then leap up with Jaune giving the extra boost to it.

As the sniper had a clear shot, she took it then Pyrrha gotten in the way to block it.

Nora reach the top of the mountain as she raise her hammer up and says, "I have the power!" (Sorry, could not resist).

Lighting ran through Nora as her outfit glowed, nothing like Silver's but still impressive none the less.

Nora lower and change her hammer into grenade launcher mode, as each grenade had hearts on them before she fire at the sniper.

With the color smoke and position of the grenades themselves looks like hearts, talk about tough love hu?

The sniper worry, as she jump across to the tree next to her, getting out of the way of the grenades before they blow up, and turn the tree the sniper was in, into charcoal.

The Sniper got out of the smoke as it came to her as she landed on the ground near her team. Nora then came flying in with her mighty hammer raised as she then smashed the ground creating a shockwave that knocked the male members of team BRNZ away as Nora smiled. "This is it, guys! Let's finish them with team attacks! Ren, Nora Flower Power!" Jaune called out but was in turn given a lost Ren and Nora and annoyed members of the other teams whom he was friends with in the stands.

"Wait what?" Nora asked as the name sounded cool but she was lost.

"You know Flower Power that's your attack name." Jaune said as Ren was confused.

"Since when?" He asked as Jaune looked as it was clear there Ninja was at a lost here.

"Guys, we went over this! Flower Power is Ren and Nora. Ren brings the Flower and Nora brings the Power." Jaune explained as Ren looked even more confused now.

"Wait where am I supposed to find flower?" Ren asked as it was clear he got nothing here that would even suggest this.

"No not Flower, Flour like in baking." Nora said as this only made things worse.

"Wait why would I bring that?" Ren asked as Jaune face palmed himself.

"No I mean your symbol!" Jaune corrected but this left even Pyrrha confused now.

"Wait then what are we supposed to be?" Pyrrha asked as Jaune was shocked. "Just to be sure we don't get confused." Pyrrha said as Jaune looked.

"We're Arkos." Jaune said as Pyrrha was confused now more than ever. "You know it's our names put together." Jaune said as that honestly sounded more like a ship name then anything she had heard before.

In turn the opposing team leader Brawnz was getting angry by this annoying conversation. "HEY!" He called as JNPR looked to them. "What do you think you're doing?!" Brawnz called as Jaune looked annoyed now.

"Trying to have a team meeting, thank you very little." Jaune said as this wasn't the time for that.

"Yeah! Team ears only!" Nora said pointing to her ears.

"We're in the middle of a fight!" Brawnz called out clearly getting annoyed.

"And we're in the middle of a conversation! What don't you get about that?!" Jaune called as he was also getting annoyed with the opposing team butting in.

"Um Jaune?" Pyrrha began as Jaune controlled his cool.

"Yes Pyrrha?" Jaune asked as Pyrrha looked.

"I think he means we're ALL in the middle of a fight?" Pyrrha said as Jaune now felt stupid.

"Nora... just hit them with the hammer." Jaune said as Nora smiled.

"Got it." Nora said as Brawnz was shocked.

"Wait what?!" He called as Nora then leaped torts them before slamming them with her hammer and knocking them all into the barrier to the stands a once. The hit the barrier wall and fell as they were now out of the match.

"And with that, it appears Team JNPR wins by knock out. Literally. Can someone go make sure they're ok?" Port asked as people cheered at JNPR's victory.

Unknown too many the disguised Cinder and Loki took their leave as they had a job to do to bring the Chitauri to Remnant. They had left right after the JNPR battle and in turn their seats were left empty. After all what they needed was located in Atlas after all.

(Meanwhile at the Crowbar)

A dusty middle aged man was watching the battle at its end as he saw the instant replay of Nora smashing BRNZ out of bounds. The bartender nearby saw this as well and was impressed as he was cleaning out a glass. "Well those kids aren't half bad." He commented as the man with red eyes saw this and scoffed in response.

"Meh." He scoffed showing he wasn't at all impressed by team JNPR.

(Scene Break Amity Stadium)

"Ah, well Vacuo fans are sure to be hurting after that one, but this next round will have them on the edge of their seats." Oobleck said with a smile as the picture showed Team BRNZ defeat.

"Team NDGO of Shade is certainly a crowd favorite. But these Lovely Ladies are going against some of the toughest, testosterone filled, teammates we've seen so far. I'm of course talking about Team SSSN." Peter Port said as girls in the stands were cheering for the boys holding giant pictures of them in the air there was even one guy holding a picture of red head of the team. "Sun Wukong and his team are certainly a force to be reckoned with. And although he'll be representing the Mistral Academy of Haven, I'm sure his friends and family back in Vacuo will be cheering him along." Peter said as team SSSN took the stage.

(Stage)

Team SSSN were now standing before Team NDGO as Neptune saw this. "Ladies." Neptune flirted as he did the finger gun thing to them with a cocky smirk.

(Stands)

In the stands James rolled his eyes as he already knew where this was going. "He's dead." James said as he knew that was a big mistake on Neptune's part.

(Stage)

Going back to the battle field as Neptune started to chat up with the girls as he said, "Alright girls, try and remember. Hands above the waist."

Sun stops him as he put a hand on his shoulder and said, "Ignore him, for he... Yeah, he's dumb." Neptune gave a wink with the girls seem annoyed by the blue hair playboy already.

As the field screen show up for the girls side as it went through the random selection and stopped on a desert screen, as the field rises, team NDGO field was a desert area with a rock site and sand, then an artificial sun appeared above it, with everyone in the crowed brought out sunglasses. Over at the VIP box seating, with a few team members had a few pairs of sunglasses themselves, other than Silver as his wolf ear do not hold them well, so he got some dark goggles.

One of the girls from NDGO said, "Aright, home field advantage!"

"Don't get too cocky, that's my turf too," Sun said as he seem familiar with the field they had, and soon their field screen show up and did a random pick as one of the member of team SSSU said, "I hope I don't get sand in my shoes."

Neptune lean over to his teammate and said, "Be cool, man."

The screen of the field stop to a palm tree with a blue background as one of the girls said, "Hey, the ocean!" Neptune turn around to his team field screen and his eyes widen in horror to the site he saw as if he was scared of something.

(Stands)

AS everyone saw Neptune reaction as Ruby asked, "Uh... what's wrong with Neptune?"

Blake face palm as she remember was Sun may have said to her about his friend and said, "Oh-no."

As the field for team SSSN rise up showing it was a beach area with a destroy pirate ship in it. Neptune freak out to it.

With Blake as she said, "Neptune's... afraid of the water."

"Named after a Roman sea-god and he's afraid of water?" Torunn asked as everyone shrugs at it. But it was also ironic he has a name for the sea and he's afraid of the water. Neptune must be hiding in shame in response to his namesakes fear.

(Stage)

Back at the stage the two teams minus Neptune took a ready position. "3, 2, 1 BEGIN!" Oobleck called before Neptune vanished and was dashing to the desert side. "Neptune! What are you doing?!" Sun asked as Neptune was now atop the mountain.

"Oh, you know, just, uh, getting to higher ground." Neptune called as Sun was shocked.

"On the enemies side?!" Sun called clearly not approving of his idea just as Scarlet ditched his pirate like coat.

"They would never expect it!" Neptune called as he had his weapon in rifle mode.

"He's not wrong." The spear wielding girl said as she looked to her team.

"Open fire!" The crossbow wielder called as the fight began.

Team NDGO went to the desert part as team SSS went after them. The claymore wielding member of the team went after the spear wielder and he slashed at her she dodged only for her to summon sand twisters which caused him to be surrounded by them as he was soon carried out and then Sage was sent flying out of the ring as Oobleck saw this.

"And NDGO gains the advantage." Oobleck called as he saw this.

The Kris wielder of the opposing team sent flame slashes at Sun and Scarlet as Sun quickly dodged it and began running with Scarlet looking for better odds. "Neptune!" Sun called as he ran.

Neptune smiled as he jumped down and put on his goggles and aimed just as a flame slash was coming at him. The laser was blocked but it gave Sun just the chance he needed to attack the girl with a kick to the face and then use his bow staff to hit her at multiple points. Finally with one hard hit the girl was knocked down as her Aura was depleted.

"Oh! And we're down to 3-on-3." Port called as Sun looked to the battle going on.

As the member of team SSN with a cutlass face against the girl that create tornadoes, as he got suck up in one and send over to the beach side. Recover in midair, glided to the pirate ship and landed on the Fore mast.

Two of the girls saw this and headed over to that side to cut down the numbers of team SSSN again.

The Cutlass member balance himself on the mast as he got a stable footing, the girl with the crossbow fire a shot on the mast itself and use it as leverage to jump up on it to the upper part, then change her crossbow into a sword.

Soon the fight became a battle of sword on the Mast, as the guy got hit in the face, backing away fast to recover from it, and kick the girl away, as she was about to fall off until she grab the fore of the mast and swung around before the cutlass came on the other side of her to attempted to get her off, but she parry away the strike.

AS the guy try to regain his Balance again, the girl was good as she came down with an Axe strike, the guy barely block it, and now they were in a hold, but the girl was stronger than she look and she grind her sword against his and about to strike him, until he grab the blunt part of the weapon and lift up to trip the girl, but she backed off, but the guy keep coming at her as he gave her the elbow and made her fall of and into the sand below.

The guy nods to his work and look over to see Sun going against the tornado girl and he was having problems with her as well.

Looking down further to see the 3rd member of NDGO with the knives in her dress about to strike from behind. The guy quickly pull out a pistol weapon with a hook of sort on the bottom of the grip as it shine for a moment then shot out the hood part and grab on to the girl's leg.

The girl being tangle in the hood on her leg as she try to get it off, but the guy jump off before she could and she was pull up upside down as the guy came down with ease.

The girl saw her skirt was about to flip open as she held it up the best she could, and accidently let her knifes fell out of it as she yell out a bit getting the guy attention.

AS he saw the knifes coming down he panic as he held still as each blade fell around him and hit the sand, and each one kind of exploded, with dust spill out of them, but they were harmless as they didn't hurt Scarlet at all.

"Whiff!" The guy let out as that was a close one for him.

The tornado girl jump to the beach side as well to get at Sun, as he panic a bit as he didn't have his weapon in his hand, and look around to see what he can use, as he look up in a palm tree and saw two coconut.

Gave a smirk as he tap the tree as the two coconuts fell into his hand and smile as now he has a weapon to use, then he throw them one after the other.

The tornado girl saw them coming fast at her, but she wasn't' worry, as she use her spear weapon and hit them away, and gave it a bit more power to them sending them back as the coconuts burst into flames.

Sun dodges them barely, but his team mate with the cutlass took the hits as one hit his face and the other-

Cup check!

'WHAM!"

The male members of team SSBR and any other guy said, "OHH!" as the last coconut hit into his family jewels.

His aura nearly drop to Zero, as it was pass the red zone, he was out of the game.

Sun saw this as it was a, lose-lose situation either way for them. "Nuts." He said as saw this. The spear wielder smiled as she created a water tornado as she then sent it at Sun who quickly ran. "Uh, Neptune?! Could use some help buddy!" Sun called as he jumped away to avoid getting caught in the water twister.

"Uh, ya know, it would probably be better if you came over here! Yeah I can guard this... sector! We're in lockdown mode." Neptune called as he was probably going to cost them the match.

"What are you talking about?! There's nothing to lockdown!" Sun called as the knife wielder was cut down from the rope.

"Lockdown! Right! You got it!" Neptune called as Sun looked and saw he was about to be attacked to which he quickly dodged.

"I know you're afraid of water but you gotta-!" Sun began as the spear wielder came behind him only to be blasted into the water.

"There, I helped! Are you happy now?!" Neptune called as he had his rifle pointed where he had shot. "Also, I am not afraid of water and have no idea what YOU are talking about!" He called pointing at Sun.

The Spear wielder was getting out of the water as her teammates landed in the water as well ready to end this. "NEPTUNE!" Sun called as he did not want to lose in the first round.

"Okay, find! Just get out of the water!" Neptune called as he landed jumped and landed on a beach with Sun. Neptune then transformed his weapon into a Naginata and then tiptoed torts the water real fast and then stabbed is electrocuting naginata into the water which zapped the three members of team NDGO and depleting there Aura to the red zone.

"And with that, Team SSSN moves on to the Doubles round!" Peter said as Neptune and Sun bashed each other's chest and began to dance a bit.

(In the Announcer Box)

"You know what I call that victory?" Peter asked as Oobleck looked.

"Shocking?" He asked getting the joke.

"No, well earned. What you said is stupid." Peter said as he looked to Oobleck.

(Back at the Bar)

The bartender tweeted as he saw the match come to an end. He then looked to his patron and smiled to him. "Now that was a match." The bartender said as Qrow then scoffed in response.

"That was a mess." The drunk responded as the bartender sighed.

"Come on man you didn't like them, the Vale Kids, the Avengers, or any of the rounds before that?" The bartender asked as the man chuckled.

"Maybe one group of Vale Kids with the Avengers." Qrow responded as the man then sighed.

"Then what fight are you here for?" The bartender asked before Qrow turned around and saw a ship coming in before smirking.

"That one." Qrow said as if he was right then either he was going to watch a fight or be in a fight. If he was going to watch one… well Schnee vs Schnee and what better he was rooting for the one with a heart made of Iron. He then stood up and finished his drink before swaying a bit showing how drunk he was. "Happy Vytal Festival." The drunken crow said while leaving the Lien on the table and in turn stumbling his way out of the bar.

(Back at the stands)

"Aw, that was so close." Ruby said as she leaned back into her seat.

"Well looks like the Dorks made it to the next round." Yang said before Sun looked to the stand after he and Neptune finished their little victory dance jig. He then winked to Blake making the Super Soldier Faunus blush a bit in response.

"Well looks like the Dorks made it to the next round." Yang said before Blake looked at Sun dancing and blushed as Sun did a double point at her.

"Emphasis on dork." Blake said before James got up with his teammates just as Oobleck spoke.

"That concludes the matches for today. Please leave the coliseum in a CALM AND ORDERLY FASHION!" Oobleck called as he looked as the Avengers and RWBY had to shield their ears.

"Come on lets go congratulate them." Yang said as the ship flew by as Weiss looked up and stopped only for Ruby to bump into her.

"Uh! Oh... What are you viewing?" Ruby asked as she wondered what caused Weiss to stop.

Weiss looked at it and recognized it in a heartbeat as she saw this. She gave it an intense glare as she knew who was inside it and knew she had some choice words to share with the backstabber. "She's here..." Weiss said as she was both surprised and angry by this. "I need to go get my armor." Weiss said as she wasn't going to let Winter get away with selling the Iron-Monger armor off to Ironwood and the Atlas Military.

(With James and Blake)

AS James and Blake left there scrolls went off and in turn they opened it to see Nick Fury on the line. "Belladonna, Rodgers we got a lead on Cinder thanks to Polendina we know how to track her." Nick said as he looked to the duo. "She's in Atlas and I want you two on point for this." Nick said as James nodded to this.

"Got it have a transport for us?" James asked as Nick nodded in response.

"It's on the way." Nick said as the two nodded.

"Let's suit up and head out." Blake said as if her hunch was right Weiss will be right behind them.

(With Cinder Atlas)

Cinder was lucky her father had magic for instant travel without the Bi-frost of Asgard. They made it in time to begin infiltrating a party. Inside was a man who can get them access to what they needed in the SDC vaults. Loki, Emerald, and Mercury would work on retrieving it while Cinder had to play her role to get the, man's eye.

It was gross but necessary for she refused to fail. She had the plan set up but one thing was for sure… she wanted ALL OF REMNANT to see as she destroys there guardians there Avengers and she'd be damned if she had anything less than absolute victory. In her hand was Loki's staff now in the form of a cane as she easily blended in amongst the masses arriving at the party.

All that was left was timing and then the show would begin. By the end of the Vytal Festival Tournament… Cinder will claim her desired victory over all her enemies.

(TBC)

ESKK: Yeah I know short chapter but hey luckily I had stock scenes from other fics. Anyway hope you all enjoy this and until next time leave a review all you true believers and excelsior.


	24. Chapter 23 War is Coming To Remnant

Next Avengers Heroes of Remnant

ESKK: Well here we go a new chapter so let's get started shall we. Now Excelsior!

*Insert Tsukiyabureru Time to Smash by TM Revolution

-Nemuru omoi atsumeta asu ga hayaku hoshii-

The Opening song began with a burst of energy as it began to show the crests of each Avenger as it began with James shield being thrown through the screen and was followed by his image. James image had a back image of Captain America as it was clear James was his legacy. The same effect began to happen with the others with differences as Torunn was next with her sword being raised and thunder bursting out from it, next was Weiss and Tony Stake AKA Iron-Man as the two were seen back to back as Weiss looked annoyed while Stark in his youth looked as cocky as ever. Next was Forest and Hulk as the two were seen to be at odds with each other yet still unified under a common goal. Next was Blake and Natasha Romanoff AKA the Black Widow as the two were smiling and shaking hands with each other. Next up was, Francis as it showed him and his far notching up an arrow to fire off side by side showing the family resemblance. Then it was Pym, and his parents as the two smiled to each other with Hank having a hand on his sons shoulder and his wife hugging her son, close.

-Yobiatta hikari o zenbu tokihanatsu toki matteru-

The image was then followed up by Ruby and her mother as the two Marvel Roses high fived each other. Then it showed Azari and T'Chala as the two fist bumped. It began to scroll through the others with Penny and the Vision, Jaune and Rhodes, and finally Nora with Mjolnir.

-koumyou ni uragaesare gomakasareru mitai da

Sekai wa mou kantan ja nai midaredasu byouyomi-

The images began to show each of the Avengers in battle of sorts as they were either training or fighting crime. James with his shield, Weiss with her armor and Glyphs, Torunn with her sword and Asgardian strength, Hawkeye with his bow and arrow, Blake and her Widow gear, Hulk and his unstoppable power. It then moved onto the others as it began with Ruby as Ms. Marvel while holding her mother's Captain Marvel Helmet almost seeming ready to put it on, then it was Jaune in the War Machine Armor ready to fly off into battle, following him up was Nora who had Mjolnir ready for battle, then came Penny as the Vision who phased through the wall and fired a laser from her head.

-houchi shite yamanu sunuuzu no (Break it, time to SMASH!)-

The screen then showed Cinder as she then transformed into her true form as Hela before swiping her scepter that held the Mind stone to show her army the Chitauri and the Grimm.

-Setsubou ni yatto kizuku furi-

The screen then showed all the Avengers as well as the Huntsman like Qrow and the Vytal competitors. It then showed a portal opening in the sky and from it the Chitauri were seen pouring in as James and Ruby saw this. The two then nodded to each other and in turn charged at the foes as Hela leading the charge herself sent forth her Chitauri and Grimm. When the two forces clashed a huge burst of light was seen as it obscured the image in light for a moment.

-Nemuru omoi atsumeta asu ga hayaku hoshii yobiatta hikari o zenbu tokihanatsu toki matteru-

The screen began a montage of each primary Avenger in action going in the order of James, Torunn, Weiss, Francis, Blake, and the Hulk.

-hitori ja nai no o yakusoku to iu nara

Shinjikitte nozomu kodou ga yurusarete eru mirai o-

The song was approaching the climax as it then showed the 'Mighty Avengers,' as first it was Ruby, then her sister Yang as Yang had some help from a man with a red star on his own prosthetic limb, then came Nora with Mjolnir, then was Penny again taking out multiple Grimm and Chitauri, up next was Jaune in the War Machine armor firing off missiles at the Grimm, and surprisingly topping it off was Ren who was accompanied by the image of a woman with weapons akin to wings.

It began to climax as the two groups of heroes gathered together and then saw Hela who was accompanied by the image of Salem who had the Infinity Gauntlet and in turn they charged head first to her.

-Tsukiyabureru!-

When the Charge finished the Avengers were seen standing in the void of the God of Light before it change to the view of Avengers Tower as the opening came to an end.

*End OST

(Start Torunn)

Torunn after leaving the Amity Stadium had made her way to Avengers Tower for a much needed snack. Seeing as Hulk wasn't here and Pym has been regulated over to the training room Torunn was home alone as it were. She grabbed the remote and plopped onto the couch and began to turn the TV On. Once she did so she scrolled to the channels to watch a show that was her guilty pleasure as she tuned in.

In turn dramatic music was played before she grabbed some tissue paper. From then the screen showed the image of a man with pale white skin and red tattoos on his body as with him was a young boy with a bow and arrow. She was clearly watching a show her father wouldn't enjoy when it involves the fact his two first born sons die in this one and he's painted as a royal asshole.

But she just watched it because of the main characters a father and son duo on a journey to spread the boy's mother's ashes off the highest point in all the 9 realms. As she was about to tune in post making sure it was recording Torunn never saw a lightning bolt hit her before it was too late. Once the bolt and broken window were handled Torunn was gone as clearly she was summoned by Thor to Asgard.

(Asgard)

Torunn fell on her rear as she arrived at the Bi-Frost with Heimdall standing before her. "Heimdall?!" Torunn asked as he looked upon Torunn.

"Your father has summoned you Torunn." Heimdall said getting to the point.

"Wait father?!" Torunn gasped before she saw a familiar face and smiled to him. "Father!" Torunn cried out as she flew over and hugged her father Thor who happily returned the hug from Torunn.

"Torunn I am happy to see you are well." Thor said as he then let her go. "But I wish this was under better circumstances." Thor said as he looked to Torunn with concern.

"Father?" Torunn asked as she looked to her father. "What is wrong?" Torunn asked curious as to what had her father so worried right now.

"Loki has stolen the Tesseract and has taken it to Remnant." Thor said as he looked to his daughter. "And he has an alley whom you had met recently… Cinder Fall." Thor explained as he began to explain Torunn's mission here.

"What must I do?" Torunn asked getting down to business.

(Later Beacon Academy Courtyard)

Weiss was seen walking torts the location where the ship landed with a familiar briefcase in her hand. Nearby was Ruby as she chased after Iron-Heart. "Weiss what is the big deal who is it? Who is she?!" Ruby asked as she chased after her best friend and fellow Avenger.

They soon came to a stop as Weiss had brought this armor just in case she needed it. "Winter." Weiss growled as she hasn't forgotten the fact Winter sold the Iron-Monger armor over to Ironwood and the Atlas Military.

"Wait your sister? The one you're ticked with?" Ruby asked as she did not want to get in the middle of a Schnee Civil War.

"Understatement." Weiss said before she began to make her way to her sister.

"WINTER!" Weiss yelled as Winter heard Weiss and saw her approaching. Normally Winter would be ok with this but quickly noted how Weiss currently had one of her armors the briefcase one in hand. Adding in the fact her entire body language spoke of anger… Winter was smart enough to know that Weiss was angry at her.

And if reports are accurate of how the Avenger took on an Atlasian Paladin which was in fact an Iron-Monger armor… Winter knew she had explaining to do. "Winter you and I have some things to discuss." Weiss said as it was clear she was trying very hard to keep herself in check.

"Um…" Ruby spoke feeling awkward here.

"Weiss… what are you?" Winter began only to have Weiss pointing an accusing finger into Winter's face.

"How dare you go behind my back and sell the Iron-Monger weapon to the Atlas Military!" Weiss accused as she glared at Winter.

"Weiss… so you did find out about that." Winter said as she knew hiding it would do her no good here.

"Yes I did and frankly I'm appalled that you actually went and done it!" Weiss yelled as Winter knew this was going to turn bad unless she can defuse the situation.

"Weiss you have to understand those bandits and the other kingdoms trying to recreate your armor we can't run the risk of someone cracking it before we do." Winter began only for Weiss to speak up.

"Oh really?! Like how Whitely tried and failed to do it. By the way did you ever hear about that guy who got twisted because of that armor!?" Weiss argued back as they began to build a small crowd here.

"Weiss you of all people who preach about contingency plans can't possibly believe someone wouldn't manage to mimic your armor successfully do you?!" Winter demanded as her tone began to increase as Weiss wouldn't back down.

"Of course I don't believe they wouldn't pull it off. I have Whiplash to thank for that!" Weiss countered as she remembered the villain Whiplash back when she still used the Mk. 3 primarily.

"Then what about this? It's because of some of these unsavory types that you have this stuck in your chest." Winter said pointing an accusing finger at Weiss's arc Reactor.

"Don't try and change the subject our father tried to kill me for this! He tore it out of my chest to power the Iron-Monger suit so tell me this how can I trust anyone when even my own family is against me!" Weiss yelled as she wasn't done just yet. "I trusted you and you took that trust and did the one thing I told you NOT to do Winter!" Weiss yelled as she glared at her elder sister. "Maybe I shouldn't have left Atlas maybe I should have just taken the SDC seat because clearly you're too much like our father to be trusted with it!" Weiss yelled but what came next surprised everyone who heard and saw it.

*SLAP

Winter had slapped her sister in the face leaving a stinging red mark on it. Weiss was shocked by this as even Winter found herself shocked at what she did. "Weiss… I…" Winter began as Weiss glared at her elder sister with rage evident in her eyes.

"Big mistake." Weiss said as Ruby was shocked at what was about to happen.

In turn Winter found herself on the receiving end of a Glyph curtesy of Weiss and thus had to dodge it quickly. Luckily it missed anything important but it was clear Winter let her temper get the better of her and thus she instigated a confrontation between herself and Weiss thus starting the infamous Schnee Civil War.

Winter saw she had no choice as she then pulled out her weapon and got it ready for combat as Weiss then dropped down the suitcase and thus Winter knew what was coming. Weiss knew when it comes to Glyphs Winter had the advantage thus she was going for the big guns right now. Winter had a few moments to stop it thus she charged it to stop Weiss from donning her Iron-Heart Armor. The result was Winter being blindsided by a Time Dilution Glyph Weiss had launched at the point her foot was about to step on. In turn Winter found herself slowed down by her sister's Glyph. In turn Weiss put her armor on as she picked up the briefcase that had opened up and attached it to her chest allowing the armor to spread and cover her form in its iron alloy.

When Winter managed to counter the Glyph it was too late as she was met face to face with Iron-Heart who fired a repulser blast at her using her Glyphs as a lens for it. Winter was forced to dodge it as she then charged in and began slashed at her sister who used her armor to block the attacks as they came at her. Weiss then used the boosters to jump back and fire off more repluser blasts at her elder sister and in turn Winter used her Glyphs to shield herself from it.

When Winter brought the shield down Weiss was already upon her with her Rapier Weapons launching from the compartments on her shoulder. This in turn caused Winter to have to backflip away from the attacks as she knew Weiss was quiet crossed right now. Weiss saw she wasn't going to get anywhere with close quarter combat as even Friday agreed on that.

Thus she jumped back and fired more repulser beams at Winter. She took her aerial superiority to her advantage and began firing her blasts at Winter from the sky. Winter then activated a glyph at her feet when she saw Weiss charging up the uni-beam and in turn dodged it in time to avoid being blasted by it. Winter began to bounce from different Glyphs and in turn used a gravity Glyph to bring down Weiss to the ground.

"Weiss calm down!" Winter ordered as Iron-Heart was grounded at the moment

Just then Winter saw slots on the Iron-Heart armor open up and quickly moved in response. Weiss had fired off her armors flares and they were all targeted at Winter. She quickly avoided them and made them go off away from any possible damage to herself and to those watching. Winter then stabbed her blade into the structure nearby as she had jumped away when Weiss had fired her Repulser blast again. Winter began to climb fast as she saw Iron-Heart flying torts her.

Once they were leveled to each other Iron-Heart was firing her repulser blasts at Winter who dodged them as fast she could. She knew the armor could go supersonic and had to be careful with its invincible might. Winter then stopped and used a Glyph to create a smokescreen for herself as Iron-Heart got ready for anything. She was rewarded with Winter charging at her with a roar as she summoned a second sword and in turn forced Iron-Heart to the ground with her Glyphs aiding her.

The two were on the ground fighting as Iron-Heart duel wielded her rapier and repulsers as she slashed and blasted at Winter who responded with force. She soon managed to knock Iron-Heart back forcing her to dig her hand into the ground to stop herself while tearing up the courtyard a bit.

(Ruby)

"What's going on?" Azari asked as he and Pym arrived.

"Weiss is fighting her sister!" Ruby called out as Azari saw this.

"Oh no." Pym said realizing how bad this will get unless they do something about it.

(Weiss vs Winter)

Iron-Heart got back up as the crowd was cheering at seeing Iron-Heart take on an Atlesan Specialist and had an added bonus of being a Schnee Civil War. Winter then activated her summoning Glyph and in turn sent out a flock of Nevermores at Iron-Heart forcing her to shield herself from them.

Iron-Heart saw this and began to run the numbers in her suit.

(Weiss)

"Friday transfer power to the barrier and release a pulse blast!" Weiss ordered as Friday understood.

"Yes boss." Friday said as she got to work.

(Battle)

Iron-Heart crouched up and crossed her arms over her chest as energy began to build up around her. She then spread out her arms creating a barrier that knocked back the summoned Grimm. She didn't end it there as she then unleashed the barrier destroying all the Grimm at once. Iron-Heart glared at Winter who got ready for another bout by summoning her Glyph to launch herself at Iron-Heart.

Iron-Heart did the same as her hub began to turn red signaling she wasn't going to pull her punches against her sister. The two got ready clearly ready to take down their foes regardless if they were blood or not. The two then charged at each other as when they did they were met with someone jumping in.

Out of nowhere Pym went giant and stopped Iron-Heart while Qrow jumped and stopped Winter's attack. The now giant boy slammed Iron-Heart to the ground and restrained her as she struggled to get free.

"Weiss calm down your causing a scene!" Pym called out as he held Weiss down as a Giant.

"Come on Schnee walk away while you still can." Qrow said as he held Winter back.

Winter then forced herself free and sheathed her weapon knowing after all of this things would not be looking good right now.

(Weiss)

"Ms. Schnee we have a problem." Friday said as she began to show a break in report occurring in Atlas.

"Crap." Weiss cursed as she had to leave to take care of the problem going on in Atlas.

(Battle)

"Schnee!" Came the voice of James Ironwood as Winter quickly stood up straight in response to the Atlas General.

"General Ironwood, sir." Winter greeted as she stood up straight.

Pym began to shrink down as Iron-Heart began to get back up dusting herself off a bit. "What in the world do you think you're doing?" James asked as he glared at Winter.

"An altercation that's what." Iron-Heart said as she was back on her feet with Pym returning to his normal size.

"But she did instigate it when she slapped chrome dome here." Qrow quipped in causing Winter to glare at Qrow.

"Is that right?" James asked as he glared at Winter with a scolding look before he looked around the area. "And you." Ironwood said as he looked to Qrow who pointed to himself before walking over to him. "What are you doing here?" Ironwood asked as Qrow smirked to him.

"I can be asking you the same thing seeing as SHIELD has security handled." Qrow said but before Ironwood could retort Ozpin was heard.

"Now, now everyone." Ozpin said as he walked into the area with Glynda. "There's a sanctioned fight just around the corner at the colosseum that I can assure you has better seats and popcorn." Ozpin said while holding his mug before Glynda spoke up.

"Break it up everyone we will take care of this mess." Glynda said as Ironwood agreed.

"Let's go." Ironwood said as Iron-Heart glared at Winter.

"We aren't done with this." Iron-Heart said before she activated her thrusters and flew off to Avengers Tower to get a different armor for a small trip to Atlas.

Penny who saw the whole thing went transparent and vanished as she rather not be around when the storm hits the fan. "Uncle Qrow!" Ruby called as she ran over to Qrow and jumped on his arm catching him off guard. "Hi." Ruby greeted as Qrow lifted up his arm where Ruby was hanging and looking at her. "Ahh it's so good to see you! Did you miss me? Did you miss me?" Ruby asked with a smile on her face clearly happy to see her Uncle Qrow after so long.

"Nope." Qrow said with a smile on his face as he ruffled her hair.

"Qrow." Ozpin called as Qrow dropped Ruby to look to him. "A word please." Ozpin said as Glynda was fixing the damaged caused by the fight between Weiss and Winter.

"Well see you soon kid." Qrow said as he knew he had stuff to deal with before having fun.

(Weiss)

As Weiss flew over to Avengers Tower she opened a file as she saw Friday was available still. "Friday open a new file label it Contingency Ice Palace Falls." Weiss ordered as Friday heard this.

"Yes boss." Friday responded as she got to work instantly.

(Scene Break Atlas)

A Gala was going on as the rich and wealthy were talking amongst each other with classical music playing as entertainment. It was a charity event of course but for Cinder it held her desired target inside. Her plan was simple if they can't use the virus to divide the Kingdoms then she'll use something worse to do so. The Avengers may think she was beaten but they were far from the truth.

(Meanwhile with James, Blake, and Francis)

James was ready as he sat in the back with Hawkeye and Blake flying the Shield provided jet. As they flew to the location it was clear they were ready for a fight to break out over there.

(Schnee Vault)

Mercury, Emerald, and Loki were already working as Mercury snapped and shot the guards while Emerald dragged the dead ones away. They needed Iridium for what was to come thus they had Cinder getting the eye while they got ready to use the eye.

Loki led them with ease as Mercury took out a clearly stolen device and got it into position as now it all hinged on Cinder.

(Cinder)

Cinder was seen going down the stairs in an elegant dress as she held the scepter as a cane for now. While she made her way down she knew she wasn't exactly being conspicuous about it and knew she had to be quick about what she was doing. Once she got to the bottom she noted her target was talking with some other members of high society and knew he was her target… or more specifically his eye was her target.

She then with the can smacked down a guard catching people by surprise before summoning up her half of the Maiden power to deal with the other. She made her way to the man and with both aura and magic grabbed him by the neck and pinned him to the ground.

People began to panic wondering where the rest of security was as Cinder had the scanner ready. She then proceeded stab the scanner into the man's eye causing him to scream in pain as people in turn panicked seeing the image play out and run away.

(With Loki, Emerald, and Mercury)

Their end they saw a holographic eye forming as the scanner began to scan said eye. As the eye scanned it began to confirm the identification of its owner which in turn allowed the vault door to open. The trio quickly entered the vault and went looking for the Iridium and the parts they needed for the machine. They had orders don't touch anything save for the Iridium. Once Mercury took it out he saw Loki smirking as Loki looked upon it.

"Phase 1 finished." Loki said as they now had the parts needed to build the portal.

"What's phase 2 then?" Emerald asked as Loki smirked to her.

"A Maiden I shall handle." Loki said as they began to make their escape.

(Back with Cinder)

People flee the gala, screaming, and Cinder follows after them smirking. This was what she desired people fearing her as she figured why not up the fear anti a bit more. She began to take on her Asgardian attire almost instinctively at this point. She donned a black suit with a dark red that ran along the trims. She has on a helmet that had horns that spread out, wearing fingerless black gloves with a relish black cape. On her chest and shoulders being thin but strong armor.

Once she was in her true form she saw Police cars drive torts her which she then proceeded to blasts one of the police cars speeding toward her, flipping it over. She then sees the people trying to escape and in turn she proceeds to create duplicates of herself, surrounding a mob of gala people by stopping them at each possible escape route they took.

"Kneel before me." Cinder ordered as she made her duplicates harnessing her father's power for now. As the people began to panic more Cinder saw they weren't listening and in turn she acted as needed to. "I said…" She began before slamming her staff into the ground causing the gem on it to shine which got everyone's attention on her. "KNEEL!" She roared out as she knew this was part of the plan… but she was enjoying how the people here were fearing her right now.

The people in a hurry and driven by their fear began dropping to their knees in hopes they would be spared whatever this woman dressed as death incarnate had instore. Cinder smirked as she saw this as she saw why her 'father,' enjoyed doing this so much to weaker beings. She wanted to be seen as a Goddess no she WAS a Goddess and perhaps she has her father Loki to thank for that truth.

Cinder knew she had to stall for some more time till her unwitting pawns arrived and thus she began to a speech. "Is not this simpler? Is this not your natural state? It's the unspoken truth of humanity, that you crave subjugation." Cinder said as she walked through the crowd as the cloak she wore made it seem as if she was the shadow of death itself walking amongst them waiting to collect her next poor victim. "The bright lure of freedom diminishes your life's joy in a mad scramble for power, for identity." Cinder spoke as she glared at them all with a sinister smiled mixed in for good measure. "You were made to be ruled. In the end- you will always kneel." Cinder or in this case Hela says as she walks through the mob seeing them shake in fear and savoring every moment of it knowing more of it will come to her soon.

But as if to taunt her or to challenge her an old man possible a veteran of the Great War stood up and glared down Cinder. The Glare he gave her was like one that faced tyranny before and refused to kneel then just as he refused to kneel before a tyrant now. "Not to people like you." He states with conviction in his voice as it was clear he had been oppressed by a tyrant before and someone had rose up against that tyrant and won.

"There are no being man or woman who is like me." Cinder countered as she glared down the old man.

"…There are always people… tyrants like you." The man said serving to anger Cinder that one man still refused to show fear to her.

Cinder growled for a moment but then chuckled as she had more power than this weak old man could ever have. "…Look to your elder, people." She began as she raises her scepter to the old man. "Let him be an example." Cinder said as she proceeded to fire off the scepter intent on killing the man.

But instead almost in the nick of time James Rodgers arrived with his shield drawn and blocked the scepters blast. The result was the beam ricocheting off his shield and back at Cinder knocking her down. "You know… my dad once faced a man standing above everybody else kind of like how you are right now Cinder." James said as he smirked to Cinder as people saw the Avengers were here. "They ended up disagreeing." James said as he was ready for battle against Hela.

Hela glared at James as he was one of the Avengers who put the massive wedge in her plans before. "The Soldier Remnants Righteous man." Hela said condescendingly as she glared at James. "You're out of time. You all are." Hela said as she glared at James while she got back up ending it with a small chuckle.

"I'm not the one who's out of time." James said as SHIELD Jet then flew in from behind James with Blake inside as well as Hawkeye. Then a large gun unfolded from the underside of the plane revealing it to be a mini-gun.

(Jet)

"Cinder, drop the weapon, stand down, and turn yourself in." Blake says over a sound speaker as Francis then quipped in.

"Or make it fun for us and don't." Hawkeye joked as he saw how that angered Cinder.

(Battle)

Cinder glared at it before she raised the scepter and fired it off at the jet. This in turn resulted in the jet banking right to avoid the scepters shot. James responded by throwing his shield at Cinder causing Cinder to be knocked back a bit but not hurt. James of course charged in and began to fight Cinder using both his shield and Widow Magnum in melee mode alone to avoid civilian casualties. James managed to get a punch in but was surprised when Cinder glared down at the Soldier.

Cinder used a combination of her incomplete Maiden Powers and the scepter to fight back. She then managed to knock James down where he then rolled till he was on his knees. James glared at Cinder before throwing his shield at her and in turn she managed to knock it away. James charged once more and began to hack and slash at Cinder who used her scepter to fight back.

Cinder soon managed to get James knocked behind her where she then pointed the pummel of the scepter at the Super Solider Boy. "Kneel." Cinder warned as James was down.

But he may be down but James was far from out. "Not today!" James called out as he then jumped up and does a spin-kick to Cinder's face. The two in turn began to continue their fight as it was clear James was at a disadvantage here.

(Ship)

"They're all over the place." Blake said as Francis did his work.

"Hard to get a clear shot here." Hawkeye said as they needed a way to help James with Cinder.

(Battle)

James was then thrown aside by Cinder as she began to approach him. James pulled out Widow Magnum and began to fire the weapon off at her in gun form. Cinder of course raised her left hand and began to block each attack with ease much like she did with Ruby long ago.

(Ship)

"Hello." Francis said as he noted something coming in fast.

"What?" Blake asked as they soon heard a new voice.

"I do hope you didn't start things without me." Weiss was heard as soon they saw the PA system being overrode. "Sorry about Friday this was all Ruby's idea." Weiss said as soon a song began to play.

*Insert Shoot to Thrill by ACDC

(Battle)

When James heard one of Tony's favorite songs by ACDC he knew backup arrived as he looked up as did Cinder to see Iron-Heart flying in. As Iron-Heart flew down she proceeded to fire her repulser blasts at Cinder and knocked her to the ground hard.

"Make your move wild games." Weiss said making a hunting pun while arming every weapon she had on Cinder.

Cinder's Asgardian garb faded away as she raised her hands in surrender. Weiss seeing this disarmed her weapons while glaring at Cinder. "Wise choice." Weiss said as Cinder was beaten for now.

"Your late, Weiss." James said as he stood next to Weiss catching his breath.

"You never sent an invitation." Weiss countered as she made a quick glance over to James to counter him with her quip.

(Scene Break Beacon Academy Ozpin's Office)

At Ozpin's office late at night Ironwood was waiting with his arms crossed while Winter was impatiently pacing about. Suddenly, a smirking Qrow, accompanied by Goodwitch and Ozpin, arrive in the elevator as all eyes were on them. "So Schnee how did it feel fighting your own sister?" Qrow taunted as he walked in.

"Don't start with me Qrow." Winter warned as she glared at the drunk.

"Ok then I'll start with James because at least me, and Fury can agree on one thing… your impulsive nature." Qrow said as he looked to James who was still sore over the fact Nick Fury was trusted with the defense of the Vytal Festival Tournament.

Then again Nick Fury was a super spy and knew how to get the information he wanted one way or another. "While I can't condone such behavior from either Schnee's causing a scene like that hardly helped the matter." Glynda said as she saw a few people with scrolls out recording the now shared Schnee Civil War.

"Can you blame Ice Princess? She finds out her elder sister gave Ironwood access to the Iron-Monger Suits." Qrow said as James glared at Qrow for this one.

"It HAD to be done Qrow!" Ironwood glared as Qrow rolled his eyes.

"Yeah and at the cost of Weiss faith and trust in her elder sister when the girl is already paranoid enough." Qrow said as in Weiss case he couldn't blame her seeing as her own father tried to kill her three times.

Ozpin stared at Qrow in shock for a moment before he then sighed and in turn sat down. "Qrow, why are you here?" Ozpin asked as he needed to know.

Ironwood glared at Qrow. "You've been out of contact for weeks! You can't just go dark like that in the field!" Ironwood scolded to which Qrow rolled his eyes to Ironwood.

"I'm not one of your special operatives, Jimmy!" Qrow countered while looking over Ironwood.

"General." Winter corrected with venom in her tone as clearly these two had a history.

Qrow rolled his eyes showing his distaste for James Ironwood. "Whatever." Qrow responded before continuing what he was saying. "You sent me to get Intel on our enemy, and I'm telling you, our enemy is here." Qrow said as Ozpin sighed in response.

Ironwood leaned against Ozpin's desk as this wasn't new information for them. "We know." Ironwood said as Ozpin knew how Qrow was about to respond.

"Oh! Oh, you know! Well, thank goodness I'm out there risking my life to keep you all informed!" Qrow now getting angry that he was out there risking his ass for nothing.

"Qrow-" The General tried to explain until Qrow cut him off.

"Communication's a two-way street, pal." Qrow said before he pulled out his Scroll. "You see this?" Qrow asked as he pointed to the Scroll in question or in particular one of its buttons. "That's the SEND button." Qrow scolded as he had reasons for the way he works.

"They had reason to assume you'd been compromised." The Elder Schnee cut in adding her two cents to this.

"And I have reason to assume you don't need to be here." Qrow said as he pointed to the Schnee with an accusing finger. "Seriously, who invited her?" Qrow asked as he looked to Winter wondering what she was even doing here to begin with.

"Schnee, we'll discuss this incident back at my ship." Ironwood commanded not even looking at Winter.

Winter in turn looked at him surprise for this decision. "But sir!" Winter tried to argue but Ironwood didn't have time or the patience for this.

Ironwood closed his eyes before he spoke again. "Winter. Leave." He ordered to which Winter had no choice in the matter.

Winter salutes as she knew orders were orders after all. "Yes sir." Winter said as she then turned on her heel and gave the winking Qrow a dirty look while she took her leave via the elevator.

Once Winter was gone Ironwood gestured to Qrow. "Go on." Ironwood said while he gestured to Qrow signaling for him to continue.

"Your little infiltrator isn't just another pawn. They're the one responsible for Autumn's condition." He said as he took a drink from his flask once more.

Glynda was now surprised by this new tippet of information. "What?" Glynda asked as Qrow wasn't done just yet.

"And that Torunn girl… I think their related and I'm not talking about allies." Qrow said as he heard about the incident going around.

"Related… as in blood?" Ironwood asked as it would explain how Cinder was able to do what she did while she and her group made their escape.

"Yeah and that's not all." Qrow said as he then looked over to Ironwood. "Despite what the world thinks, we're not just teachers, or generals, or headmasters. The people in this room, the leaders of the other two academies, we're the ones that keep the world safe from the evils no one even knows about! It's why we meet behind closed doors, why we work in the shadows." Qrow said as he then took a drink from his flask again. "Right now these Avengers are pushing us all to change are strategy big time." Qrow said as he looked to the group. "The main reason I haven't been in contact was because thanks to the Avengers battle against Graviton more of these super powered types are popping up all over Remnant. Like a guy with a flaming skull head in Vacuo, a guy in a red suit with horns in Hell's Kitchen, and some guy capable of running faster than Ruby with her Semblance high o sugar." Qrow said as Ironwood had been getting reports of such heroes for quite some time now.

"I hate to say it but I think we're getting to a point where discreet won't be in our favor anymore." Qrow said as he looked to the group here.

"Then we need to get these super powered types under control. Fury won't listen and you all don't see the danger there posing right now." Ironwood said as he wasn't done just yet. "Right now everyone is questioning the use of Huntsman and Huntresses asking if we're even needed anymore when these super powered types can take on threats both outside and inside the Kingdoms." Ironwood said as he looked to the gathered group here. "That's why I'm here because discreet isn't working and I'm necessary which the Vale Council or Fury won't admit." Ironwood said as Qrow rolled his eyes to Ironwood.

"You're here because Ozpin wanted you here! He made you a part of this inner circle and opened your eyes to the real fight that's in front of us!" Qrow argued with a scoff as he glared at Ironwood. "Nick Fury had to find out the hard way and ended up part of this inner circle but at least HE doesn't try pulling the trigger when while risking exposing us all!" Qrow called out as he knew why Ironwood didn't like Nick. Ironwood had wanted command of SHIELD but was turned over when Nick Fury was chosen. Add the fact Summer played a role in Nick's rise as Director of SHIELD Ironwood has been salty about it ever since.

"Fury has nothing to do with this!" Ironwood argued back as it seems tempers were starting to flare again.

"And what do you think people will see if your fleet was flying up there and not the Helicarrier!?" Qrow countered as Ironwood glared at Qrow's impudence here.

"The people of Vale needed someone to protect them; someone who would act. When they look to the sky and see my fleet, they feel safe, and our enemies will feel our strength." The General stated as Qrow rolled his eyes to the General's vanity.

Qrow then laughed as he saw Ironwood had no idea what he was messing with. "You... You think they're scared of your little ships? I've been out there and I've seen the things she's made, and let me tell you - they are fear." Qrow said as he then looked to the group. "And if a group of kids took on one of the most dangerous guys out there, stopped a near robot apocalypse, and had even forced Autumn's attacker to run away with her tail between her legs then it's THAT Tower over there." Qrow said as he pointed his hand to Avengers Tower in the distance. "That will bring hope to people." Qrow said as Ozpin had to agree with Qrow on this one.

Ozpin then stood up to address the group gathered here. "I agree with Qrow fear will bring the Grimm. A guardian is a symbol of comfort. But an army is a symbol of conflict. The Avengers… and those who would side with them have taken a stand against fear time and time again regardless of what the public sees in them. If it takes children to do what we fail to do then it is no wonder people question what we do." Ozpin said as he acknowledge his mistakes here.

"There is an energy in the air and a change of great proportions approaching and the question on the back of everyone's minds is if we cannot defend the world then will it fall to the Avengers to avenge it as our guardians?" Ozpin asked as he was putting most of his chips on the Avengers.

Ironwood glares at them before sighing and walking forward, and gave Ozpin an intense glare. "So then, what would you suggest we do?" He demanded as he wanted to hear what Ozpin had planned

Ozpin smiled softly. "I suggest we prepare our guardians or in this case we prepare our Avengers." Ozpin said as it was clear he had a lot of faith in these heroes to avenge their world.

Just then Ozpin scroll went off and when he looked he smiled a bit but noted something amiss that Nick had noticed. "And it seems we've finally gotten Autumn's attacker." Ozpin said as this was good for them as it means they can transfer the Maiden Power back to Autumn where it belongs. But Qrow noted the tone Ozpin used and that got him worried much like how Ozpin was worried about the subject.

(Scene Break later that evening SHIELD Jet)

Blake and Francis were piloting the plane as clearly the two had experience doing this seeing as Blake ran with terrorists before now and Francis learned on the fly. As they flew Blake was talking with Fury as she spoke into the communicator. "She saying anything?" Fury asked as he wanted answers.

"Not a word." Blake responded as she flew the jet.

"Get her here we're low on time." Fury said as Blake understood and continued the course to the Helicarrier.

Nearby James and Weiss kept a close eye on Cinder who was in cuffs as they flew her to the Helicarrier. "I don't like it." James said as he had a gut feeling something was up.

"Good I wasn't the only one." Weiss said as she saw something was up here.

"I don't remember it being that easy. Last time we faced her she wasn't keen on giving up and intent on making a getaway now she just offers herself to our laps." James said as Weiss looked back to Cinder before returning to their conversation.

"You're thinking she let herself be caught?" Weiss asked as James then glanced to Cinder for a moment.

"Maybe… or she's setting us up for a trap." James said as they had a job to do but he knew something was up when it's this easy.

Then all of a sudden a flash of lightning and the roar of thunder went off outside as James heard this as well. "Where did this come from?" Blake asked looking outside as she tried to find the source.

"Three guesses on who." Francis said as he had a hunch on who did it.

"Torunn?" Weiss asked as she wondered what got Torunn in a mood.

"I won't be fond of this storm if it is." Cinder was heard as she knew Torunn may be on to her right now.

(Outside)

There was a crash on top of the jet signaling to those inside that something had landed atop of it. There seemed to be a shadowy figure holding onto the jet with her cape billowing in the wind. When the thunder went off and revealed it to be Torunn as she held onto the jet tightly. She appeared to be looking quite serious as another flash of lighting shows her again.

(Jet)

Weiss grabbed her helmet and put it back on as James saw Weiss walking over to the door controls. "What are you doing?" James asked as just then Iron-Heart opened the doors to face whoever had arrived.

Torunn then enters the jet by jumping down on to the ramp. "Torunn what are you doing here?" Weiss asked confused as Iron-Heart approached Torunn intent on stopping her. But she was then hit by Torunn using the flat side of her sword where Iron-Heart then hit James by accident. She then approaches Cinder and grabbed her by the neck before pulling her loose and in turn jumping out of the plane.

"What the heck?" Weiss asked as she saw what happened.

"Was that Torunn?" Blake asked in shock as she saw Torunn break Weiss out.

"What the heck is Torunn doing?" James asked as Iron-Heart got ready to go after her.

"Doesn't matter. If she frees Cinder, or kills her, we won't get the answers we need." Weiss said as she got ready to deploy by walking to the end of the ramp.

"Wait Weiss we need a plan of attack!" James called out but Weiss ignored him.

"I have a plan we attack." Weiss said taking a page from Ruby's book before jumping out and flies out of the jet chasing down Torunn and Cinder.

"I gotta stop this." James said as he went for a parachute to hopefully stop the ensuing conflict.

"Be careful this is still Torunn." Francis said worried for Torunn.

"I know." James said as he grabs his shield once he secured a parachute. He then dives out of the plane head first to use the momentum to speed himself up.

(Later down with Cinder and Torunn)

Torunn and Cinder were seen crashing down on a cliff before Torunn threw Cinder down onto the ground. Cinder of course cried out in pain from the landing as she then began to turn the moan of pain to laughter. "I'm only going to ask once cousin." Torunn began as she glared down at Cinder. "My uncle your father Loki has stolen the Tesseract and I was sent to retrieve both so where is the Tesseract?" Torunn asked as she glared down upon Cinder whom the Torunn held a sense of curiosity over.

"So you figured out our relations then I suppose I should expect family visits soon to either Asgard or from Asgard." Cinder laughed a bit but Torunn saw what Cinder was playing.

"Do I look to be in a gaming mood?!" Torunn demanded as Cinder began to get back up.

"No… but I should thank you, when you bested me at Beacon I drew my from my own Asgardian power particularly the power behind the name Loki had given me." Cinder said as Torunn had enough of Cinder's slight and grabbed her by the neck before pinning her.

"Whatever slight I had done to you it was before I knew our relations." Torunn said as she tried to reason with Torunn. For a girl who grew up with the Avengers family was everything to her. "If my father had known of you he would have made sure in all his power that you and I would have been raised as sisters." Torunn said as Cinder then glared at her cousin.

"Oh would he now?" Cinder asked as she glared at Torunn. "Didn't he tell you of my father's heritage how Loki was a child of Giants adopted by Odin the 'All father,' at the end of the war between Asgard and the Giants?" Cinder accused as Torunn looked to her. "If he had his way I would have been cast out the moment he realized I'd turn on him. The Goddess of the Dead is apparently my name belongs to he would have ensured I was cast out into Helheim to serve my purpose there a purpose not of my choosing." Cinder said as Torunn looked to the false Maiden.

"You don't know that!" Torunn yelled as Cinder rolled her eyes in response to Torunn.

"Ever ask your father about Ragnarock. I may despise my own father but I know well enough that when it comes to pantheons the end times is what all Gods fear." Cinder said as Torunn glared at Cinder for her slight here.

Torunn knew Cinder was right in a sense seeing as it was supposed to be one of Loki's children who would bring about Ragnarock. "In the end Torunn Gods only answer to power and I will show them a power in which they fear most." Cinder said as Torunn then grabbed Cinder by the shoulder and turned her torts her.

"Hela or Cinder You give up the Tesseract; you give up this poisonous desire for power!" Torunn yelled at Cinder before calming her temper. "And we will go home to Asgard together and be welcomed with open arms." Torunn said as Cinder scoffed a bit with a sinister smile.

"To bad… I don't have a home in Asgard." Cinder said as Torunn had enough. She pushed Cinder back and summoned forth her sword ready to force the information out of Cinder if she must. "You need the both me and the Cube brought to Asgard but my father Loki has it and he is in a location that I made it clear not to be informed of." Cinder said as she knows Loki has the cube but she doesn't know where Loki is right now.

"You listen well Cinder." Torunn began her threat only to be cut off when she was blindsided by Iron-Heart who flew in and knocks Torunn out of the view of Cinder. Cinder stood there still in cuffs as she looked for a moment almost expect this to happen. "I'm listening." Cinder said as she smirked a bit at this.

(Nearby)

The duo were seen landing in the ground after hitting through a few trees. Weiss opened her faceplate and glared at Torunn who glared back at her fellow Avenger. "Do not touch me again, Weiss." Torunn threatened once she was back on her feet.

"Then don't pull stuff off like this without explanation first." Weiss warned back as Torunn glared at Weiss.

"You have no idea what you're dealing with." Torunn countered as Weiss glared back at her.

"I've had a long day so I honestly don't care right now." Weiss said as she had fought a tournament match, fought her own sister, flew all the way from Vale after finding out she was being robbed, capturing Cinder, and now this.

"Weiss this isn't something simple, Cinder is working with Loki and he has stolen something from Asgard. I need to get it back with the scepter." Torunn said as Weiss looked.

"Thanks for the information but until we finish with Cinder." Weiss began as her faceplate came back on. "Stay out of the way." Iron-Heart said as Torunn eased back a bit. "Asgardians." Weiss mumbled to herself as she wondered if they were all like this.

Torunn noted the slight and needless to say she was not pleased. "THAT'S IT!" Torunn yelled in fury and in turn threw her sword at Weiss. Iron-Heart seeing this use both her armor and Glyphs to stop it which resulted in Iron-Heart being knocked into a tree.

(Weiss)

Torunn saw what happened and needless to say she had it with this day. "Ok." Weiss said as if it's a fight Torunn wants then it's a fight she'll get.

(Cinder)

Nearby Cinder smirked from the cliff top as she got comfortable in her front row seat for her own little Vytal Festival Tournament match.

(Battle)

Iron-Heart was getting back up as Torunn summoned Stormbringer to her hand and began to spin it by the strap. But just then Iron-Heart blasted Torunn with a repulser blast knocking her down a bit. She then flew torts Torunn and kicked her through a tree with ease.

When Torunn landed she once more summoned Stormbringer to her hand before she raised it to the sky summoning storm clouds. In doing so she drew forth a large bolt of lightning before she proceeded to fire it off at Iron-Heart who was hit full blast and tried to block the onslaught from the Asgardian's attack. Eventually the onslaught stopped as Weiss began to catch her breath from it.

(Weiss)

"Boss power levels are at 400% capacity." Friday said as Weiss was wide eyed by this before smirking.

"Well how about that." Weiss said as she saw Torunn gave her armor not only a recharge but a power boost. She will have to remember that when designing the Torunn Buster Armor later.

(Battle)

Iron-Heart fires at Torunn once again using both repulsers, unibeam, and her Glyphs to do some major damage on Torunn. The two in turn took battle stances ready for more as they glared at each other. The two then flew at each other before meeting halfway with Iron-Heart pushing Torunn back. She began smashing through the trees while she made sure Torunn got most of the damage as they did so. Iron-Heart wasn't done as she began scraping up a cliff side as they flew around. Torunn used her elbow to try and bash Iron-Heart off which had some success and in turn Weiss was forced to stop that part of her attack.

Soon trees were toppled as they crash back into the forest grounds only for Torunn and Iron-Heart to stand up quickly. Torunn sent in a left hook and hits Weiss so Iron-Heart tried to punch back but Torunn grabs her fist with ease. Iron-Heart tries to send in a left hook at Torunn only for her to grab that hand as well. Iron-Heart was now pinned as Torunn began to take advantage of this and began to crush Iron-Hearts' right gauntlet with ease.

(Weiss)

Within her helmet, Weiss looked to the HUD which is alerting her of the danger and damage her arm was taking. She groaned in pain and began to think as fast as possible for a solution. She then noted her hand wasn't grabbed and knew she would only get one shot at this.

(Battle)

Iron-Heart began to lift her palm, which belonged to the arm being crushed, and in turn she fires a blast at Torunn's face. It did nothing to Torunn so she decided to head-butt her. Iron-Heart got free of course but this made Torunn upset, and in response she head-butts her back. Iron-Heart flies back, coming to a stop revealing the dent Torunn's head-butt left before she launched herself at Torunn once again.

Iron-Heart, using her momentum, threw Torunn into a broken tree breaking it even more. Torunn began to stand back up and the two go at it for a bit longer in an all-out fist fight. It was clear that Torunn was better at fist fights being an Asgardian as she quickly took advantage of this fight and flung Iron-Heart to the ground hard. Torunn then summoned her sword to her waiting hand about to slam it down on the chest of Weiss using the flat side as she did not wish to hurt Weiss. But Iron-Heart activated her thrusters to fly through Torunn's legs, causing Torunn to fall. But Iron-Heart was not done as she flew around behind Torunn as she got up using Glyphs to help her out before, she swooped in and punches her in the face.

The fight was about to progress further before out of nowhere a new voice was heard. "Hey!" James called out as he threw his shield between the two breaking it up. "That's enough!" James said before he jumped down after catching his shield. "Torunn I don't know what you're doing but you owe us an explanation." James said as he needed to know he could still trust his adoptive older sister.

"I'm here because Cinder and Loki are working together and Loki has stolen the Tesseract from Asgard's vaults." Torunn said as James remembered that, knowing the cube had the Space Stone inside it. "I'm here so we can put an end to bot Cinder and Loki's schemes and keep both the scepter and Tesseract away from Salem." Torunn said as James needed some proof here.

"Then prove it Torunn." James said as he needed to be sure this was Torunn and not his sister mind controlled by the Scepter and the Mind Stone. "Put the sword down and calm down." James said as Iron-Heart was wide eyed about this.

"Uh, yeah! James no! Bad call, remember she loves her sword!" Weiss called out but it was too late as Torunn then swung her sword back hitting Iron-Heart, sending her flying back.

"You want me to put hammer down?!" Torunn demanded as she glared at her adoptive younger brother. She then roared out and leaped at James with Stormbringer at the ready to which James responded by raising his shield over his head to block it. When the attack connected to the shield it went off like a bell accompanied by a loud boom and a flash of light as this was a variant of their team attack Liberty Bell.

Soon when the dust began to settle the group began to get back on their feet albeit a bit slowly as clearly they were a bit shaken from this. "Yeap that's Torunn." James said as he got up as when he said it he was clearly out of breath and in some pain there. They in turn began to come together as they all managed to let off some steam considering what they've been dealing with thus far. "Are we done here?" James asked as he looked around to which Torunn nodded.

"Yeah I think so." Weiss confirmed as they all needed that she won't lie.

"Good." James said as he then saw the jet and saw how it was picking up Cinder who was left on the cliff in chains. Now they just had to get back to the Helicarrier and start the long needed interrogation of Cinder upon arrival. One thing is for certain… it's been a long day and a long night a double whammy for the Avengers during the Vytal Festival of all times.

(TBC)

ESKK: Well here we are the newest Chapter. I hope you all enjoyed it and leave a review for me. So until next time I will say to my readers here Excelsior!


	25. Chapter 24 Lessons Learned

Next Avengers Heroes of Remnant

ESKK: Let's start us a new chapter folks. Excelsior!

*Insert Tsukiyabureru Time to Smash by TM Revolution

-Nemuru omoi atsumeta asu ga hayaku hoshii-

The Opening song began with a burst of energy as it began to show the crests of each Avenger as it began with James shield being thrown through the screen and was followed by his image. James image had a back image of Captain America as it was clear James was his legacy. The same effect began to happen with the others with differences as Torunn was next with her sword being raised and thunder bursting out from it, next was Weiss and Tony Stake AKA Iron-Man as the two were seen back to back as Weiss looked annoyed while Stark in his youth looked as cocky as ever. Next was Forest and Hulk as the two were seen to be at odds with each other yet still unified under a common goal. Next was Blake and Natasha Romanoff AKA the Black Widow as the two were smiling and shaking hands with each other. Next up was, Francis as it showed him and his far notching up an arrow to fire off side by side showing the family resemblance. Then it was Pym, and his parents as the two smiled to each other with Hank having a hand on his sons shoulder and his wife hugging her son, close.

-Yobiatta hikari o zenbu tokihanatsu toki matteru-

The image was then followed up by Ruby and her mother as the two Marvel Roses high fived each other. Then it showed Azari and T'Chala as the two fist bumped. It began to scroll through the others with Penny and the Vision, Jaune and Rhodes, and finally Nora with Mjolnir.

-koumyou ni uragaesare gomakasareru mitai da

Sekai wa mou kantan ja nai midaredasu byouyomi-

The images began to show each of the Avengers in battle of sorts as they were either training or fighting crime. James with his shield, Weiss with her armor and Glyphs, Torunn with her sword and Asgardian strength, Hawkeye with his bow and arrow, Blake and her Widow gear, Hulk and his unstoppable power. It then moved onto the others as it began with Ruby as Ms. Marvel while holding her mother's Captain Marvel Helmet almost seeming ready to put it on, then it was Jaune in the War Machine Armor ready to fly off into battle, following him up was Nora who had Mjolnir ready for battle, then came Penny as the Vision who phased through the wall and fired a laser from her head.

-houchi shite yamanu sunuuzu no (Break it, time to SMASH!)-

The screen then showed Cinder as she then transformed into her true form as Hela before swiping her scepter that held the Mind stone to show her army the Chitauri and the Grimm.

-Setsubou ni yatto kizuku furi-

The screen then showed all the Avengers as well as the Huntsman like Qrow and the Vytal competitors. It then showed a portal opening in the sky and from it the Chitauri were seen pouring in as James and Ruby saw this. The two then nodded to each other and in turn charged at the foes as Hela leading the charge herself sent forth her Chitauri and Grimm. When the two forces clashed a huge burst of light was seen as it obscured the image in light for a moment.

-Nemuru omoi atsumeta asu ga hayaku hoshii yobiatta hikari o zenbu tokihanatsu toki matteru-

The screen began a montage of each primary Avenger in action going in the order of James, Torunn, Weiss, Francis, Blake, and the Hulk.

-hitori ja nai no o yakusoku to iu nara

Shinjikitte nozomu kodou ga yurusarete eru mirai o-

The song was approaching the climax as it then showed the 'Mighty Avengers,' as first it was Ruby, then her sister Yang as Yang had some help from a man with a red star on his own prosthetic limb, then came Nora with Mjolnir, then was Penny again taking out multiple Grimm and Chitauri, up next was Jaune in the War Machine armor firing off missiles at the Grimm, and surprisingly topping it off was Ren who was accompanied by the image of a woman with weapons akin to wings.

It began to climax as the two groups of heroes gathered together and then saw Hela who was accompanied by the image of Salem who had the Infinity Gauntlet and in turn they charged head first to her.

-Tsukiyabureru!-

When the Charge finished the Avengers were seen standing in the void of the God of Light before it change to the view of Avengers Tower as the opening came to an end.

*End OST

(Start Helicarrier)

Cinder was being led to her new cell on the Helicarrier seeing as new information has been brought up by Torunn. Due to this information they can't transfer Amber's powers back where they belong until they have more information to go on. But as they walked Cinder saw that the scepter was set up in a lab where Forest was working in knowing she just had to wait for the rest of her 'crew,' to carry out phase 2.

It wasn't long until Cinder found herself in a holding cell and a large one at that as it seemed to be suspended over a hatch of sorts. IT was clear around her but even she knew the glass wasn't easy to break. In fact this entire Cell looked to have been built with something or someone else in mind. Cinder had a good guess as to who or what this cell was meant to hold considering Forest Polendina was here.

She then saw Nick Fury approaching her cell as he stopped next to a control panel that Cinder knew served some purpose. He gave Cinder a calculative glare knowing she was not to be underestimated in the slightest. "In case it's unclear, you try to escape- you as much as scratch that glass…" Nick began as he was typing a sequence into the panel. He then pushes the final button and in turn the floor beneath the cell opens up to nothing, with the wind screaming being heard about.

"Thirty thousand feet straight down in a steel trap. You get how that works?" Fury asks as he glared at Cinder before he got to the basic of it. "Ant." He began gesturing to Cinder. "Meet boot." He finished as Cinder was unimpressed right now just as he closed the doors again after pressing a button.

"I must confessed Director Fury it's an impressive cage." Cinder said walking around admiring the cage. "But even I can tell it's not built for me now is it." Cinder taunted as she leaned to the glass smirking at Nick Fury.

"Built for something a lot stronger than you." Nick confirmed as Cinder knew it was built for the Hulk.

"So I've heard." Cinder said as she saw a video camera and knew she was being watched. "A mindless beast makes play that he's still a man." Cinder began as she knew the Avengers were watching her as they spoke. "How desperate are you to rely on children to fight your battles?" Cinder asked as Nick wasn't giving Cinder what she wanted here.

"How desperate am I?" Fury repeated the question as he glared at Cinder. "You threaten my world with war aiding a bitch who won't die to do it. You steal a power that doesn't belong to you. And thanks to your cousin I know you intend to bring war to my world." Nick said as he glared at Cinder. "You Ms. Fall… or Hela have made me very desperate. You won't be glad that you did." Nick Fury said as Cinder wasn't impressed with the man trying to intimidate her.

"Oh jealous that the power of the Maidens is beyond your reach? Power that isn't limited by our souls or aura. What did you intend for the maidens, light for man to gather for warmth before showing them what true power is?" Cinder taunted to which Nick smirked to her and walked away.

"Well let me if True power wants a magazine or something to pass the time." Nick said as he took his leave of Cinder.

(Later Meeting Room SHIELD Heli-Carrier)

James, Blake, Francis, Forest, and Torunn were gathered in the Heli-Carrier while Weiss had returned to Avengers tower for something. James saw the entire exchange on a monitor on the table before he proceeded to turn it off. "For a little girl she really grows on you." Forest said as a partial joke but it was Torunn who spoke.

"It's to be expected as a daughter of Loki." Torunn said as she was deep in thought.

"But right now Cinder is going to drag this out. We need to know what her endgame is." James said as he then looked to Torunn. "Any ideas Torunn?" James asked as Torunn already knew Cinder's plan.

"Yes she has an army called the Chitauri. They're not of Asgard nor any world known. Cinder means to lead them against the people of Remnant. They will win her Remnant, in return, I suspect, for the Tesseract." She tells them all as James knew the Tesseract had an Infinity Stone inside it.

"An army, from outer space?" James asks in disbelief for a moment but conceded seeing as it was believable.

"So, she's building a portal." Forest said before it struck him. "So the scepter is only one piece if we can use the Scepter we can find the cube. We find the cube we find Loki and stop his and Cinder's plan." Forest deduced as this means using the scepter as a base line they can create a program to locate similar energy signatures.

"I wanna know why Cinder let us take her. She's not leading an army from here." James said a bit worried about Cinder's goals for all of this.

"I don't think we should be focusing on Cinder. That girl's brain is a bag full of cats, you can small crazy on her." Forest said until Francis spoke up in turn.

"I gotta agree with James on this last time we faced her she had put up a hell of a fight. This was way too easy." Francis said as he knew something was up with Cinder.

"She is super obsesses with power here. She seems the type who'd do almost anything to get power." Blake confirmed as she went over the information thus far.

"What about the Tesseract? How does she plan to bring her army here?" Francis asked as Forest spoke up.

"She'll need some kind of generator a machine to channel the Tesseract's power." Forest began as Weiss then walked in as she already had the answer.

"They already got what they need." Weiss said as she walked in. "Apparently Cinder was stalling us while her crew steals the stuff they need for the portal one of it being Irridium Dust to act as a stabilizing agent." Weiss said as she walked in and joined there others. "This means the portal wont collapse in on itself and would allow Cinder to open the portal and wide and as long as she wants it to." Weiss said walking passed Torunn and headed for Fury's normal spot in the command deck.

"So this is what it's like to be Fury or Ironwood." Weiss said as she then scowled a bit. "I hate it." Weiss said as she then continued her explanation.

"The rest of the materials they can get their hands on quiet easily." Weiss said as she walked around the section as she observed it all. "The only major component to it all is a power source of high energy density something to give the cube a nice jolt to get started." Weiss said as a new voice was heard.

"Ms. Schnee." Came the voice of Maria Hill as she saw Weiss here and being Fury's second in command she was surprised to hear how smart Weiss was in person. "When did you become an expert in thermonuclear astrophysics?" Maria asked as she looked to Weiss.

"Last night." Weiss said as she surprised everyone. "After my tussle with Winter and my fight with Torunn, no offense." Weiss said tapping Torunn on the arm. "I figured it be something I'd need to know but honestly did no one read the assigned reading last night?" Weiss asked as she looked to everyone here.

"Does Cinder and Loki need any particular kind of power source?" James asked as he looked to his teammate.

"He'd have to heat the cube to 120 million kelvin just to break through the Coolum barrier." Forest said as Weiss smiled and pointed to the Beacon Teacher.

"Unless they figured out how to stabilize the quantum tunnel effect." Weiss said as she looked to them. "But to do this they would need someone who is an expert on mechanics and physics involved which I'm willing to wager they are." Weiss said as Forest then spoke up.

"If that is the case then they can achieve heavy ion fusion at any reactor on the planet." Forest said as Weiss smiled to this.

"So we have a way to track them and know where to hit them." Weiss said as that would mean they would have to have all major and minor reactors on Remnant monitored in case any of them makes a grab for said reactor.

"Then I'll have some of my best men keeping a close watch on those reactors then." Fury said as he walked in meeting everyone. "Glad to see Ms. Schnee is here I was hoping you could help us find those guys Cinder is working with." Fury said as he looked to Weiss.

"Well the scepter is comprised of Gama Energy so if this Cube Cinder's allies have stolen is of the same origin then I think I can whip up a means to track it." Forest said before he looked over to Weiss. "With some help of course." Forest said as Weiss was a mistress when it came to programs and machinery if the Iron-Heart Armors she had created was any proof of that.

"It can be done but we'll need time considering the Doubles Round for the Vytal Festival is coming up." Weiss said knowing full well that she and Yang were fighting in said doubles round for Team RWBY of Beacon Academy.

"Can't be helped I suppose." Fury said as he knew the children needed to be at the Amity Colosseum for the oncoming Doubles Round today.

"Ok then we'll meet up with the rest of you guys after your match that way we can make it in time for our own match." Weiss said as James nodded in response.

"Got it." James said before Weiss looked over to Weiss.

"Shall we get started Doctor?" Weiss asked as Forest nodded in response.

"Of course." Forest said as the two headed to the lab the scepter was at.

(Loki)

Loki had acquired Cinder's group some space to work in. Seeing as Cinder's plan hinged on Atlas and its Generals' paranoia Ultron ruined a lot of careful planning. Luckily with his help Cinder managed to salvage it and with some help from the unsavory sort such as the White Fang and some of the enemies of both Avengers and SHIELD he was now observing as a scientist worked on the portal barrier for the cube.

"So Cinder and Torunn are cousins." Mercury was heard as Emerald scowled at him for that one.

"What about it?" Emerald asked as Mercury smirked at the green haired girl.

"Nothing just saying if Cinder is offed at least you can be that blond girls sloppy seconds." Mercury joked only for Emerald to growl and storm off in response.

"Quite some word play Mr. Black I'd dare say you make her want to strip off all her clothing and let you have your way with her." Loki taunted as Mercury glared at Cinder's father as Emerald heard this.

"You're making fun of me aren't you?" Mercury asked accusingly only to in turn yelp when he was strung up by his legs to the air.

"Yes and tricking you." Loki responded as Emerald was starting to like Cinder's Asgardian father.

"So what now?" Emerald asked as Loki smirked in response.

"The doubles round." Loki said as he had a fight to watch soon.

(Amity Colosseum)

The Stadium was once more filled with the cheers of the spectators as in the stands Team RBY was seen with JNPR and Francis and Azari of the Avengers. "The randomization process is complete! Ladies and gentlemen, your doubles tournament line-up!" Peter called as everyone was cheering even louder now.

(In the Stage)

The two teams faced each other as the field randomization began as James and Torunn were in the stage against Coco and Yatsuhashi. "And look at this ladies and gentles it seems we have a Civil War on our hands!" Peter was heard as during the Vytal Festival Tournament a Civil War Match was always a crowd favorite. Two teams from the same school going at it head to head no telling what can happen.

It wasn't a Vytal Festival Tournament without at least ONE Civil War Match going on. "Yes that's right folks James Rogers and Torunn Thorsdóttir of Beacon Versus Coco and Yatsuhashi of Beacon!" Oobleck called out as the cheers were loudest now.

(Stands)

"Good luck you two!" Velvet called as the stages were soon set with four different biomes.

"I am Groot!" Groot called out from Velvet's lap in his current potted plant form.

(Stage)

The first looked like a grass land found in Vacuo as it had a single tree, next was building ruins as it looked like something from Mt. Glenn, next was geyser, finally was a forest area as unlike the first round teams will used for different combat areas.

"Well here it is we get to take on the Avengers." Coco smiled as she saw the duo. "And nice outfit Torunn very Celtic." Coco said as Torunn stretched her arms a bit.

"We'll try not to get blood on your outfit." Torunn said as Coco smiled to the Asgardian.

"Oh I like you." Coco said as Torunn rolled her eyes to this.

"You and every other male and some females in Beacon." Torunn said as she was already in a committed relationship yet she has men and some women flocking torts her despite how many times she punches them. Jaune being chief among them as she wondered how that guy wasn't concussed yet.

"We won't go easy on you." James warned as he was ready to fight. "So don't hold back." James said as he had both his Star Spangled Shield and Widow Magnum at the ready.

"Good because we have no intentions of holding back either." Yatsuhashi said as he left his meditative stance for a battle stance.

In turn the countdown began as the Avengers got into a battle stance ready to fight. "3…2…1, Begin!" Peter called out and in turn the battle began. Torunn charged into the fight with her sword drawn and went for the big guy. No doubt Torunn planned on going for the muscle first and in turn she managed to push Yatsuhashi back.

James then ran the flank as Coco smirked in response. She then transformed her weapon into his gun form and began to fire it off at James. James ran from it until he got to the forest area and hid behind a tree. James sighed to himself as he then got Widow Magnum read.

Coco then saw James jump out of his cover and began firing his gun at her as Coco saw this and quickly blocked it with her weapon now in its handbag form. Once James did this he charged in but Coco saw him coming and was met with her mini-gun. James blocked it with his shield as he had to crouch down for maximum defense. The bullets ricochet off his shield no doubt thanks to the Vibranium's special shock absorption properties.

James then maneuvered himself to dodge roll away from the attack and tried to get close to Coco. He kept his shield up and charged in as the bullets kept coming. Coco was wide eyed as she ran out of ammo in time for James to charge in and smack her with his shield. Coco of course transformed her weapon back into the bag form and used that to reload as the two began fighting with the Widow Magnum now in its sword form.

The crowd cheers for Coco and Yatsuhashi, as they seem more of a fan to Coco as they were wearing her style hat and sunglasses. But there was also fans of the Avengers in the crowd as some of them had toy shields made in the model of James own shield while others had other Avenger based merchandise on them. Sword met hand bag as the two duked it out as to try and beat their opponent.

Soon there fight took to the forest biome as Coco was now ready with more ammunition prepared. But one was to wonder how Torunn and Yatsuhashi are doing with their battle against each other.

(Meanwhile Torunn vs Yatsuhashi)

Torunn and Yatsuhashi were seen swinging their swords at each other as the two heavy hitter's swords created sparks with each powerful clash between them. As the two slashed at each other Torunn then grabbed his sword mid swing by the blade with her arm guard. She then flipped her sword into a reverse grip and slashed at him with a current of thunder.

Yatsuhashi was blasted back by it but just then he was forced to block an attack from James. James had thrown his shield when Coco dodged as Torunn then threw her sword at the shield. The result was their liberty bell attack as both Yatsuhashi and Coco were knocked down by the Avengers team combo attack. As the two were getting back up Torunn was creating a twister as the two Huntsman were wide eyed at this knowing of Torunn's storm.

She then sent it at the two causing them to duck and cover from the powerful attack. They were then caught off guard when James saw his Shield during the commotion had gone airborne. He then saw the current was strong and quickly jumped up with Torunn's momentum and landed on his shield He used it to bash Coco in the face knocking her down and the two slid across the ground to the forest area.

"Coco!" Yatsuhashi called out as he was then forced to block Torunn's attack.

"Now the fight is fair." Torunn said as Yatsuhashi smirked and the two began a sword battle. The two then parted only for Torunn to charge back in with a stab motion. Yatsuhashi was forced to block with his own sword as the two went torts the Geyser area.

Once they were there their sword fight continued as they began to build up momentum between them with each swing. They in turn parted once more before charging at each other with a roar. The result was their weapons clashing and creating a concussive force around them. The pressure under them was released as they then parted once more and glared at each other. Torunn threw her sword at Yatsuhashi but luckily he was knowledgeable enough that only Nora has ever managed to lift it. Knowing this he charged and deflected the sword but Torunn then stopped his attack with her gauntlets.

Torunn growled and gritted her teeth before roaring out knocking Yatsuhashi's sword out of his hand. IT ended up joining Torunn's sword stabbed into the ground nearby as the two then went at it again. Their hands met as they began to struggle against each other to overpower the other. Torunn was then given a head-butt by Yatsuhashi as she noted he had one thick skull. She was forced to let go before she was knocked back. The two ended up in a fist fight as Torunn maybe smaller but she was physically stronger. She had to be smart about this as the two went at it. Torunn then charged to Yatsuhashi's mid-section and began pushing him torts some rocks hard.

The upperclassman began hitting her back trying to get her to let go but it was no use. Yatsuhashi was then knocked through some rocks from the result to his sword. He saw his sword there and as he had an idea. Torunn charged in fist raised only to narrowly be slashed by Yatsuhashi's sword. Torunn used her powers a bit to avoid it and in turn reached her hand out to her Strombringer. The sword answering its mistress's call flew to Torunn's waiting hand in time for her to stop Yatsuhashi's next attack.

She then spun and kicked him so hard he went flying torts a Geyser ready to blow. By the time he saw this it was too late as he was heard crying out in pain blinded for a moment. Torunn then went for the kill as she roared out while her opponent was disoriented. Yatsuhashi sight came back in time to see himself get a powerful Asgardian punch to the face.

(Stands)

"That's my girlfriend!" Francis called out as he pointed at it while standing on his seat.

"Sit down!" Blake scolded as she pulled the Archer back down to sit.

(James vs Coco)

Coco hit a tree as James jumped away as she got back up. Coco looked to her side and saw her Sunglasses broken as she glared and got back up. "Little punk." Coco said as she got back and took aim with her weapon.

"I can do this all day." James said as he got ready to fight some more.

"Sure you can." Coco said as she then opened fire on James. James of course charged in shield raised as he activated his semblance with it. The Shield glowed and in turn grew into a larger version of itself made of his own Aura. Coco only manage to hit a large shield that caused her bullets to ricochet off of the shield in question here. As James got closer he saw Coco go for melee and he opted to do the same. The result was shield vs bag as the two weapons banged against each other with each attack.

James then jumped back and shot at Coco wit Widow Magnum as she dodged and blocked the attacks with trained ease. James then charged in and then to Coco's shock slid past her. Just then Coco heard the buzzer go off as she looked to the big screen. "And with that last blow Yatsuhashi is eliminated!" Peter called out as Coco was surprised by this event.

But Coco didn't have enough time as James then hid under his shield and activated his semblance once more. "Torunn now!" James called out as Coco then saw Torunn fly past her straight for James. Coco was wide eyed as she didn't have enough time to move before Torunn did it. The result Torunn slamming her sword down on James semblance enhanced shield causing a powerful shockwave to blast around them.

(Main Stage)

Coco was heard screaming as she was sent flying off so where Yatsuhashi was as Coco hit the ground hard. James and Torunn ran over to them as Torunn sheathed her sword and James was catching his breath.

James and Torunn walked over to the two as Torunn hoisted Yatsuhashi over her shoulder like a sack of potatoes while James carried Coco bridal style.

(Announcer Box)

"And with an amazing upset James and Torunn are victorious." Oobleck called out as he saw the entire fight go down here.

(Stage)

Medical teams came in as James and Torunn put the downed fighters on gurneys. "Thanks we'll take it from here Captain." The medic said as they began to wheel the two off.

"Yeah good job star boy." Coco said as she smirked a bit.

"Better luck next year." James said with a small smile of his own watching them.

"We won't go so easy on you next time." Coco joked before hissing from a minor headache.

"We won't expect you to do anything less then." Torunn praised as despite winning she was a good sport none the less.

(Stands)

"Oh Coco." Velvet said sadly before Groot looked to her and put one of his tree hands on her shoulder comforting her.

"I am Groot." Groot said as Velvet smiled to her talking tree friend.

"Thank you Groot." Velvet said as it feels like only herself and her teammates can understand Groot around here.

(Scene Break Weiss and Winter)

Weiss and Winter were gathered at a private location as they had a small meal with the added bonus of tea. Weiss was scowling as Winter knew why Weiss was angry. Weiss had left her work at the Heli-Carrier for this knowing she would have to fight either today or tomorrow in the Tournament coming up.

"Weiss I." Winter began trying to break the ice but Weiss cut her off.

"Why did you sell those weapons?" Weiss asked as she glared at Winter. "Why did you sell the specs for the Iron-Monger?!" Weiss demanded as she glared at her elder sister.

"Weiss I can understand why your unhappy about this but." Winter started but Weiss cut her off again.

"No you don't!" Weiss yelled as she glared at her. "You weren't the one he tried to have assassinated! You weren't the one who had the only thing keeping her alive torn out so he can power that armor, you weren't the one who had to have her own father try to kill her because he wanted to control the SDC and ensure it follows his vision of it!" Weiss yelled as Winter knew Weiss was talking about their father right now.

"It had to be done Weiss!" Winter yelled standing up before she began to calm herself down in response. "Remnant isn't as safe as it used to be Weiss… when you all took on Graviton that day it began a chain reaction." Winter said as she then passed her scroll over showing different videos and surveillance files.

They all had a common them among them as Weiss saw this. Vacuo was seen with young woman who seemed to be half-cat half human more so then even the Faunus. Weiss ever wagered she may have been a furry if she was not fighting crime from the looks of it. Then it showed Atlas where a man in a black armor and feathered like wings and razor sharp claws fighting crime as well. The video file labeled him as Darkhawk which Weiss guessed was his alias. In Mistral she saw a girl in a pink and white leotard and what she assumed was one very crazy Squirrel Faunus taking on bad guys together. The Pink and white leotard girl reminded her of someone…. Death Bet… Blood Tub… Deadpool that was the name she was thinking of.

Weiss also agreed if she ever saw Deadpool in her lab again she was going to murder him. He is the only one she would use the kill function on account of that god damn healing factor that he somehow has.

"What is this?" Weiss asked as she saw the images.

"Super Powered individuals they've been popping up all over Remnant as of late. "In the past it was just maybe one or two them showed up but nothing noteworthy. But after your battle with Graviton an advent occurred as these heroes have been popping up left and right as well as villains much like Graviton or the Mandarin." Winter explained as Weiss saw it all.

"So what you intended to use the armors to keep these types in check?" Weiss asked as she put the paper down.

"If it comes to that." Winter said calmly as she looked to Weiss. "Weiss right now people are asking questions and with it comes many more big questions." Winter began as she tried to get Weiss to see her reason. "Huntsman and Huntresses can defend the world from Grimm but how can we defend Remnant from its own people? These heroes some of them cause great collateral damage and it won't be long until the Ruling Councils in the Kingdoms decide on what to do about them." Winter said as she looked to her younger super heroin sister. "The biggest question they are asking is if Atlas and every Huntsman and Huntresses all over Remnant can be outdone by a group in spandex, suits of armor, and all wielding powers of unknown Origins then what's the need for them? How long until they figure out their own power and start turning or heaven forbid someone turns them on us." Winter said as she looked to her sister.

"I ran the simulations already." Weiss said as she looked to the side. The more Heroes showing up if there ever came a day we all turned on the Kingdoms… we'd win every time and the Kingdoms would lose." Weiss said as she theorized such a thing would be either kick started by a Civil War. "Plus we must also factor in the event if its Hero vs Hero and the result of such a Secret War." Weiss said as she thought deeply about it also.

"Now you see why I did what I did Weiss?" Winter asked as Weiss then sighed and put her tea cup down.

"Yes but I don't agree with it." Weiss said as she looked to her sister. "If you haven't forgotten one of the weapons the SDC built one of the weapons I built caused me this." Weiss said as she then showed the magnet attached to her chest. "I removed weapons from the SDC for a reason and right now focused on an avenue that would no longer require Dust to be the energy propellant of Remnant." Weiss said as Winter knew what Weiss was talking about.

"The Arc Reactor." Winter said as she knew Avengers Tower ran on the stuff and thanks to Weiss so did the Schnee Family Estate. In fact due to Arc Energy being clean and self-sustaining it would make Dust completely obsolete if they can use it in their Huntsman's weapons as well. The problem was Weiss refused to make weapons after the incident that made her Iron-Heart which was ironic as some would argue the Iron-Heart armor was a weapon in of itself.

"I want to be clear Winter stop weapons production or so help me we'll have problems." Weiss said as she then stood up and began to walk away.

"Weiss!" Winter called out causing Weiss to stop at the door. "You're Glyphs how has the summoning Glyph been?" Winter asked as Weiss began to lower her hand from the door knob.

"I… can't do it." Weiss said as she looked to Winter. "Every other Glyph comes so natural to me the summoning one is the difficult one for me to master." Weiss confessed as she figured her sister wanted to talk about that and with it the armor itself."

"Weiss you only need to practice and stop relying on your armor for everything." Winter said as she looked to Weiss. "Our family has been able to summon for generations and seeing as you have our Glyphs so should you." Winter said as Weiss then looked away.

"Maybe I don't need it the Iron-Heart armor has been more than sufficient especially with the." Weiss began but Winter cut her off.

"The House Party Protocol?" Winter teased as Weiss was surprised Winter knew of that little trick she keeps hidden for certain events. "Weiss I know I said it many times before but if all you are is a suit of armor then maybe you shouldn't have the suit to begin with." Winter said as Weiss then scowled and sat back down.

"Fine I suppose some practice wouldn't hurt." Weiss agreed for now as she just wanted to get this over with here.

(Scene break RWBY Dorm Room)

Ruby was shouting out with an 8 bit song playing in the back ground as she said, "You'll never beat me old man!"

Qrow look to his side to see Ruby getting into whatever it is they are doing as he said, "Heh, you're nothing' but talk, kid."

"You can do it Ruby!" Yang cheer on her sister to beat their uncle in this game.

Soon the scene change to the 3 of them in the room playing a fighting game with Ruby character get its head chop off and fall down dead.

"Soaring Ninja wins! Total annihilation!" The Game called out as Ruby cried out in her defeat.

"Don't call me old." Qrow scolded as bit as he smirked to his youngest niece. HE had missed Summer Qrow won't lie as he was there when the Kree found her. At least he can forgive Summer for running off he'd do it also if aliens were after him wanting him dead.

Just then Yang pushed Ruby out of the way and took the scroll. "My turn!" Yang called out as she took the control from Ruby.

New challenger approaches." The game announced as Qrow chuckled.

"Now, where was I?" Qrow asked as Ruby got back up with a smile.

"You were telling us about your last mission!" Ruby called smiling.

"Right, right." Qrow said as he smiled.

(Story)

"I come across a small village in the swamps west of Mistral. Right off the bat I knew something wasn't right."

The story showed Qrow in the village as he walked for a bit.

"What were you doing there?" Ruby asked as she listened.

"I needed information and with the Horror roaming about I had to cut it down as quickly as possible. Tired from battling Grimm on the way, I decided to start my search at the town's Inn."

The story showed Qrow entering an Inn where he went to find a table.

"The place was crawling with low-life and thugs, even a few Huntsman I could only assume had been hired by less the reputable people for less than respectful jobs"

The story showed Qrow walking in.

"And that's when it happened." Qrow said as was curios.

"What happened?" Yang asked as the story showed Qrow was wide eyed.

"I was nearly defeated by the inn keepers skirt length, nearly." Qrow said as Yang threw a pillow at him ending the story.

(Story end)

"You are the worst." Yang said as she lost the fight because of Qrow perverted antic in his story. The Two scythe users ended up laughing as Qrow won the fight there.

"Best two out of three?" Qrow asked as he looked to the duo.

"So what are you doing here, dad said you would be on a mission for like... ever." Ruby said as Qrow chuckled.

"Sense I am also a professional Huntsman I am expected to get results as soon as possible." Qrow said as Ruby smiled to her uncle.

"Yeah I get that. We're pretty much pros too." Ruby said as Qrow looked as Ruby was being a bit cocky.

"Oh really?" Qrow asked as they kept playing before Yang scoffed a bit.

"Yeah read the news sometimes, we're the Avengers Remnant's mightiest Heroes. We totally saved Vale and the World while you were gone." Yang boasted as Qrow heard that as well.

"So I've heard Vale suffered a Robot invasion and a Grimm attack after you almost stopped a train but when fighting off a robot and Grimm invasion from a psychotic terminator who wanted to wipe out all life… I think you did good considering the odds and the stakes." Qrow said as Yang then lost again. "And you lost an arm for it." Yang said as Yang then looked to her mechanical right arm. It wasn't as good as the old one but she made due.

"Well we helped take down Roman Torchwick and after Nick Fury interrogated the guy we found the people causing all of this and their leader is locked up on the Heli-Carrier. That's basically a bounty mission mixed with saving the world." Yang said as Qrow then rolled his eyes to this.

"You all may be acting like Huntresses but you're thinking like cliché comic book heroes. You really think saving the world from a murder bot could end all crime in a Kingdom?" Qrow scolded a bit as he looked to Qrow.

"Well I did until you said that." Ruby said as she realized where Qrow was going with this.

"Just because Cinder is locked up in Fury's ship doesn't mean, it's over." Qrow said as he looked to them. Crime hasn't stopped since Roman and Cinder got nabbed its stopped completely. No White Fang activity anywhere in the city and Fury knows this." Qrow said as he honestly respected Nick Fury. "The guy is worried hence why he has you all on speed dial. He and I can agree that it seems Cinder wants to be in the Heli-Carrier now the question is why." Qrow said as he looked away from his two nieces.

"You know the Director?" Yang asked as she heard what Qrow said.

"Hey I know everyone to some extent." Qrow corrected as he looked to Yang. "Remember you're talking to a member of the coolest team ever to graduate Beacon." Qrow said as he then showed off a picture of himself, Summer, Tai, and Raven. "Team STRQ it's where I met you parents." Qrow said as he remembered the good old days. "I was pretty well known back in the day." Qrow boasted as Ruby smirked a bit.

"You mean the same team who talked you into wearing a skirt?" Ruby asked as Qrow was wide eyed by what Ruby said.

"How did you hear about that?" Qrow asked as Yang then smiled a bit as well.

"Because that prank made a comeback in Francis you know Hawkeye." Yang said as now Qrow was interested.

"Let me guess his teammates told him it was a kilt?" Qrow asked as Yang nodded.

"Big time." Yang said as Qrow then put the picture away while standing up.

"Well I did want to share some inappropriate stories but I think I'll save it for when you're older." Qrow said as he had a new buddy to meet and help get back at his teammates for the prank, they both suffered from.

"Ew gross." Ruby cringed as she knew what Qrow meant by that.

"Look… you kids are coming a long way." Qrow began as he looked to Ruby and Yang after he stopped. "I always say a day out there is worth a week in here… but this whole super hero thing… makes it kind of mute when you're getting months of education fighting the big fights then going to class." Qrow said before smiling to them. "You're on your way and when the time comes… you'll know what to do." Qrow said before he took his leave of the young heroes here.

(Meanwhile over with Winter and Weiss)

Back in the pavilion, a caterpillar is slowly inching around on the edge of a fountain at Weiss points her Myrtenaster at the ground, creating a rotating glyph made of blade symbols with Winter and Shadow behind her, appraising the effort.

Winter smiled. "Excellent form! Now think to your fallen foes! The ones who forced you to push past where you were, and become who you are now." As the glyph flickers in and out of existence and Weiss grimaces in concentration. "Think of them, and watch as they come to your side." Winter ordered as Weiss kept trying.

Weiss keep focus but the glyph was flickering, as her concentrate wasn't fully there.

"Think of them, and watch as they come to your side," Winter said as Weiss tried harder as she put more power in her glyph as it spin fast around, but it shrunk and slow down. AS Weiss had enough she stop and said, "I can't!"

Winter smack her head and said, "Stop doubting yourself!"

Weiss turn to her sister as she said, "I'm trying!"

"If this is what you call trying, then you have no hope of winning the Tournament, let alone succeeding as a huntress." Winter stated to Weiss who then glared at her sister.

"Well my recent track record says otherwise." Weiss said as Winter was getting frustrated as well.

"Weiss that armor your tech shouldn't be the key defining factor for you. What if you didn't have either of those this Glyph could very well save your life." Winter scolded as she looked to her sister. "Your Nanosuit Armor is proof of that since you can never get it to work properly." Winter said as Weiss gave Winter a point there seeing as Winter did see Weiss testing and failing with the Nanosuit armor she was developing.

"Weiss." Winter began as she looked to her younger sister. "Sometimes your greatest strength isn't this." Winter said pointing to Weiss head. "But this." She said before pointing to her chest. "You have a heart stronger then ice stronger then even Iron. In all truth you should have died that day but you didn't that is proof of your strength." Winter said as Weiss listened. "That Faunus and that man who helped you gave you a second chance at life… and you haven't squandered it I can tell but I just want you to be at your best as well." Winter said as Weiss understood what her sister was saying to her. But before any more words can be spoken Winter's scroll went off as she looked to it and saw the time. "It's time for me to go," Winter said as she hugs Weiss, as she hug back and smile to her sister to give her a little comfort, as they let off each other as Weiss said, "It was really good to see you, Winter.

"Until next time, sister," Winter said and soon both sister began to walk off out of the place they were in, then went off on their own ways. What ether sister didn't notice, a small dagger like thing was stand into the ground in front of a caterpillar, before it vanish in a snowy dust.

AS night fell Weiss look up to her Sister transport, as; she wave goodbye to her elder sister regretting losing her temper the other day. Despite this Weiss to Winter's words to heart as she then felt her Arc Reactor powered Magnet. It was cold to the touch and it was the only thing keeping her alive. The Nanosuit armor was her greatest work yet but something kept her from properly interfacing with it. She can learn what it was another time but as she looked to it she knew she still had things to do for Remnant.

As Weiss took her leave she promised she would do what she can to fix her families mistakes and also figure out what Cinder is planning to stop said plan. After all she said it many times before she was Weiss Schnee heiress to the Schnee Dust Company and the invincible armored Iron-Heart.

(TBC)

ESKK: Well got this chapter done finally. I hope you all enjoyed it and until next time my readers EXCELSIOR!


	26. Chapter 25 Never Miss a Beat (Filler)

Next Avengers Heroes of Remnant

ESKK: Well new chapter let's begin this folks. Heads up it's a filler so just enjoy it as you can ok. Anyway let's proceed with this story, excelsior!

(Start)

*Insert Tsukiyabureru Time to Smash by TM Revolution

-Nemuru omoi atsumeta asu ga hayaku hoshii-

The Opening song began with a burst of energy as it began to show the crests of each Avenger as it began with James shield being thrown through the screen and was followed by his image. James image had a back image of Captain America as it was clear James was his legacy. The same effect began to happen with the others with differences as Torunn was next with her sword being raised and thunder bursting out from it, next was Weiss and Tony Stake AKA Iron-Man as the two were seen back to back as Weiss looked annoyed while Stark in his youth looked as cocky as ever. Next was Forest and Hulk as the two were seen to be at odds with each other yet still unified under a common goal. Next was Blake and Natasha Romanoff AKA the Black Widow as the two were smiling and shaking hands with each other. Next up was, Francis as it showed him and his far notching up an arrow to fire off side by side showing the family resemblance. Then it was Pym, and his parents as the two smiled to each other with Hank having a hand on his sons shoulder and his wife hugging her son, close.

-Yobiatta hikari o zenbu tokihanatsu toki matteru-

The image was then followed up by Ruby and her mother as the two Marvel Roses high fived each other. Then it showed Azari and T'Chala as the two fist bumped. It began to scroll through the others with Penny and the Vision, Jaune and Rhodes, and finally Nora with Mjolnir.

-koumyou ni uragaesare gomakasareru mitai da

Sekai wa mou kantan ja nai midaredasu byouyomi-

The images began to show each of the Avengers in battle of sorts as they were either training or fighting crime. James with his shield, Weiss with her armor and Glyphs, Torunn with her sword and Asgardian strength, Hawkeye with his bow and arrow, Blake and her Widow gear, Hulk and his unstoppable power. It then moved onto the others as it began with Ruby as Ms. Marvel while holding her mother's Captain Marvel Helmet almost seeming ready to put it on, then it was Jaune in the War Machine Armor ready to fly off into battle, following him up was Nora who had Mjolnir ready for battle, then came Penny as the Vision who phased through the wall and fired a laser from her head.

-houchi shite yamanu sunuuzu no (Break it, time to SMASH!)-

The screen then showed Cinder as she then transformed into her true form as Hela before swiping her scepter that held the Mind stone to show her army the Chitauri and the Grimm.

-Setsubou ni yatto kizuku furi-

The screen then showed all the Avengers as well as the Huntsman like Qrow and the Vytal competitors. It then showed a portal opening in the sky and from it the Chitauri were seen pouring in as James and Ruby saw this. The two then nodded to each other and in turn charged at the foes as Hela leading the charge herself sent forth her Chitauri and Grimm. When the two forces clashed a huge burst of light was seen as it obscured the image in light for a moment.

-Nemuru omoi atsumeta asu ga hayaku hoshii yobiatta hikari o zenbu tokihanatsu toki matteru-

The screen began a montage of each primary Avenger in action going in the order of James, Torunn, Weiss, Francis, Blake, and the Hulk.

-hitori ja nai no o yakusoku to iu nara

Shinjikitte nozomu kodou ga yurusarete eru mirai o-

The song was approaching the climax as it then showed the 'Mighty Avengers,' as first it was Ruby, then her sister Yang as Yang had some help from a man with a red star on his own prosthetic limb, then came Nora with Mjolnir, then was Penny again taking out multiple Grimm and Chitauri, up next was Jaune in the War Machine armor firing off missiles at the Grimm, and surprisingly topping it off was Ren who was accompanied by the image of a woman with weapons akin to wings.

It began to climax as the two groups of heroes gathered together and then saw Hela who was accompanied by the image of Salem who had the Infinity Gauntlet and in turn they charged head first to her.

-Tsukiyabureru!-

When the Charge finished the Avengers were seen standing in the void of the God of Light before it change to the view of Avengers Tower as the opening came to an end.

*End OST

(Start Amity Colosseum)

Members of team CRDL, where running for the rocky area to get away from sword, and the explosions that is coming at them fast, and took to the rock for cover.

In the center of the field, Penny and her partner with dark tan skin and a mark on her for head and judging by the robes, someone from the Order that held a brush in her hand as she fire minor Makai energy bolt that would only stun or blow up upon impacted.

Penny came up to the area with her sword coming out from her pack on her back as they unfold and spin around in the air before she launch them at the green hair Mohawk guy as he took behind cover behind a boulder, with the swords themselves stabbing into the bolder itself, as the guy look up from behind it and said, "Huh?"

Penny summon more of her swords and send them at the other member of team CRDL as he jump over another boulder with the swords stabbing into them as well.

Both teammate look to each other having no idea what to do or what is happening.

Penny looks to her partner as she tap her watch and said to the android, "Lets finish up, time is wasting."

Penny understood as she raises her hand to the string on the swords which made the boulders the two members of team CRDL were holding on to, screaming out as they were lifted in the air, and then soon slam down with Penny making the movement of it, shattering the boulders and knock out both guy at once.

The sword came back to Penny with the buzzer went off as Oobleck announce, "And victory goes to Penny and Ciel of Atlas."

Penny gave a bow and said, "Thank you, for a wonderful time." Soon they both left with the Mohawk member started to get up only to get hit in the head by a fragment of the boulder that was destroyed and knock him out.

In the team sitting area with team RWBY and the Avengers saw this and Azari yawned a bit. "Yeah she was holding back." Azari said as he saw this.

"Well I mean after what we've all been through till now these fights kind of seem." Yang began until Weiss cut her off.

"Mundane?" Weiss offered as Yang shrugged taking what she can get there.

"Well as the Vision and an Avenger she has a lot of eyes on her." Blake said as Ruby smiled and got up.

"I'm going to go congratulate her." Ruby said happy that Penny didn't have to hide anymore.

"I'll go with her." James said as he followed after Ruby.

"Bring back popcorn!" Francis called out to James as he left.

(Later with James and Ruby)

Ruby arrived at the tunnel where Penny was as Ruby smiled. "PENNY!" Ruby called as Penny looked and smiled back.

"Ruby!" Penny said before running torts Ruby ready to give her hug but add the fact that she was partially made out of Vibranium like alloy knocked Ruby down causing her to yelp in pain.

"Why?" Ruby asked as she was on the ground in pain from the Ruby and friend seeking Penny missile.

Once the two were back on their feet Penny began to gesture to her friend. "Ruby this is my teammate." Penny began but her teammate spoke up her introduction instead.

"Ciel Soleil." She introduced with a bow as Ruby saw this.

"Hi I'm Ru-" Ruby got cut off as Ciel started to say, "Ruby Rose, 15, hails from Patch, leader of team RWBY, member of the Avengers; Status... questionable."

After a moment of awkward silent as Ruby said, "So… Penny! You two were incredible out there! How do you keep control of all of those swords?! It's so cool-"

Getting cut off again as Ciel said, "Penny. I believe it is best if we move on to our next location."

"Hey she's an Avenger so give her time to talk to the others." James said walking in surprising Ciel a bit.

"James!" Ruby called out happy to see him here.

"Hey Ruby." James greeted before Penny spoke up.

"Can we have just a minute to talk?" Penny requested as James was right they were Avengers and in this together. Ciel then synched up her watch and began to step away to give the trio time to talk.

"So Penny how does it feel not having to hide anymore?" Ruby asked as she was glad Penny was able to come out for what she was.

"Strange but satisfying. I was actually in Vale when a group of children ran up to me for an autograph and selfies." Penny said as she smiled a bit. "Though I did have a small incident with a magnet in the fair grounds." Penny said as she still remembered it.

(Short Flashback)

Penny was wearing a sun hat around outside with a few military people were walking about while taking pictures and signing autographs to avid Avenger supports. But then the wind blow, as the hat lifted up to show the magnet, Penny quickly pull it down and cover it back up before anyone else notice.

(End Flashback)

The trio then laughed as James began to calm down as well while looking to Penny. "I'm happy to hear that Penny." James said as he calmed down from his laughing fest.

"Ruby James, there's something I've been wanting to talk to the both of you about." Penny said as she looked to Ciel and saw she was on her watch still. Penny then turned back to Ruby as she smiled. "I want to stay at Beacon." Penny said as Ruby was shocked as James took it in stride.

"Penny they'll never let you do that." Ruby said as James the cut her off.

"Don't worry Ruby she's an Avenger so she should be allowed to stay seeing as our main HQ is in Vale after all." James said as he looked to Ruby.

"That's true but see I also have a plan." Penny said before Ciel spoke up a she walked in

"It's been precisely one minute ma'am." Ciel said to the robot known as The Vision AKA Penny Polendina.

"I'll talk to you more soon Ruby." Penny said as before she walked away. As they walked Penny waved to James and Ruby as the two Avengers in turn waved back to her.

Just then the announcement was made as Ruby heard it as well. "Our next match will begin in 15 minutes!" Peter called over the microphone as Ruby got happy.

"Oh my, gosh, that's right it's time for..." She began as James knew who was up next for a fight.

(15 minutes later)

"Whelp, now it's our turn." Yang said as she stretched a bit with Weiss next to her as both were on the stage.

"Just remember to keep proper form..." Weiss said as that caused Yang to sigh in annoyance.

"Alright." Yang said after she sighed. "You're from Atlas... What should we expect?" Yang asked as she stretched wanting some information on this Atlas team.

"Well seeing as their kingdom, academy, and armed forces are all merged as one I think we can expect strict, militant fighters with advance technology and carefully rehearsed strategies." Weiss said pointed out each information about Atlas she knows about.

That was when a rainbow passed behind them catching them off guard as the wind blew. "Or... whatever they are." Weiss said as the dark skinned boy to the left was dressed in black and white with a blue untied tie as he looked like a jazz player. Next to him was a cat Faunus but unlike Blake she had a cat tail as her hair was pulled into two large buns with her light complexion going well with her go-go like outfit. The Dark haired opponents had a trumpet like gun weapon as the girl had light stick like nunchuks.

"Hey." The boy called catching Weiss's attention. "You're Weiss Schnee, right? The Heiress, the Avenger, and Iron-Heart." The boy said as he seemed to be setting up for something as his sun glasses never left his face.

"I am." Weiss said as she smiled and nodded.

"I take it your pretty good with Dust then." The boy said as Weiss shrugged a bit.

"I try my best but I'm pushing the company deeper into the Arc Reactor research." Weiss said as with a clean self-sustaining power like the Arc Reactor it was a worry if the SDC will truly become the monopoly of energy for all of Remnant and the Four Kingdoms.

"Ah that's great to hear." Cole said before he looked to Weiss directly. "Reminds me of my dad. He was pretty good with Dust also even owned a little Dust shop of his own." Cole said as Weiss had a good idea where this was going. "Doesn't change the fact yo' fathers company ran him outta business." Cole said as Weiss heard this.

"Hey listen here my company isn't my fathers. He married into the Schnee family it wasn't his by blood to begin with." Weiss argued as she pointed an accusing finger to Cole despising how she was compared to him even after he tried to kill her on three separate occasions.

"Yeah sure." Cole scoffed in turn serving to tick Yang off.

Hey! Why don't you-" Yang got cut off from the pink cat Faunus as she said "Hey! Why don't you… That's what you sound like!" pointing at Yang at that as Yang went, "Huh?" she didn't know how to counter that.

"Hey! Where did you get your hair extensions?" The cat Faunus asked Yang as she rub her hair and said, "This is just my normal hair..." "Ooh! Really? The Faunus said to her.

"Yeah! Is that a prob-" Yang got cut off again from the cat Faunus as she said, "You should try rollerblading sometime! It's super fun! It'd probably take you a while though since you're so... you know... top heavy!"

AS the random field selection was going as Yang look down at her, package as he look back up with an angry look in her eyes as she said, "Excuse me!?"

(Stands)

Ruby sighed with a face palm before she said, "Ah… here we go." Ruby said as James looked confused.

"Why is that a bad thing?" James asked as Ruby sighed a bit explaining the problem happening here.

"Yang is very self-conscious and quick to anger the earlier she never really admits to it." Ruby said as she looked to James showing her concern just before Torunn then stood up.

"Tear her apart Yang!" Torunn roared out as she stood up tall as she was on Yang's side for this.

"Torunn sit down." Azari said as he got Torunn to sit down.

"Unhand me Azari!" Torunn called out as Azari tried to bring Torunn back down.

(Field)

AS the area have been selected with the stage around them open up showing 4 different field as they are a desert, a volcanic area, a ruin city, and a rock area.

AS Port started the count down as he said, "3… 2… 1…"

Yang and Weiss ready themselves as the cat Faunus seem to have copy Yang as she and Weiss was confuse about that as they look to each other for a moment until Port said, "Begin!"

The minute the fight began Flynt Coal, the one with the trumpet based weapon, attacked as he blew into it sending sound waves at the two as Neon Katt, the Faunus used the sound waves wind to push herself torts the two. Weiss created a Glyph to stick herself to the ground but Yang wasn't as lucky as she got knocked back by Neon.

Flynt and Weiss faced each other as Flynt then used his weapon again as Weiss greeted her Glyph again and slowly made her way to him due to the force of her attack. But when he stopped Weiss went tumbling forward as Flynt side stepped knocking Weiss to the Fire area. Flynt chuckled as he made his way torts the downed heiress.

Meanwhile Yang was firing at Neon but Neon avoided the attacks by roller blading away before Neon stuck her tongue out at Yang got angry.

"Never miss a beat." Neon repeated over and over again as she grinned and rolled through the attacks as she repeated her mantra. Neon then stopped as she began rolling around Yang as she used her nunchucks to hit her while leaving a trail of rainbows. Neon looked to Yang with a smirk before bending her chucks causing them to turn and glow blue with Dust as she then charged at Yang hitting her leg.

When Yang moved she noticed her right foot was in cased in ice as Neon laughed. "Look! Now your bottom heavy too." Neon said as she slapped her rear when she said 'bottom.' Yang got angry before she stomping her foot onto the ground shattering the ice but Neon attacked again hitting Yang's arm freezing it in ice as well. Neon after avoiding and grinding on obstacles came at Yang fast before kicking her to the wall as Yang made a crater. "You should cool off. Get it? Because you're angry." Neon said as that served so anger Yang as said girl then flexed her Vibranium Arm and smashed it against the wall hard enough to shatter then ice with ease.

Never tick off a girl with a prosthetic arm made of Vibranium the most versatile substance on Remnant.

(With Weiss vs Flynt)

Weiss spun around creating Glyphs before sending ice at Flynt in an attempt to hit him. But Flynt noticed something as he smiled with a plan. Flynt did a fight/dance jig before sliding on his legs just as fire shot up to which Flynt sent it at Weiss with his trumpet which said flames melted the ice. "Too bad all that money can't buy you skill." Flynt said as that got Weiss angry to which she skinned her rapiers revolver to use a different dust type.

Flynt prepare to blow his trumpet to send the sound wave out her, Weiss counter with a wind dust effect as both sides seem to be even, as Flynt blow harder to increase the power a bit, Weiss had a free hand as she aim glyphs all around Flynt.

Weiss let off and zoom around striking Flynt while sending ice spears at the guy, as he tries to dodge them, but fail too as Weiss keep going all around him.

Flynt had enough as he played a tune on his Trumpet as people from Atlas that seem to know him cheer him on, as he use his Semblances and made 3 copies of him each with a different color tie.

Proving the pointed further as the four Flynt in turn were each playing their trumpets, there sound wave did combine and amplified the sound wave greatly as it blow Weiss away.

(Port and Oobleck)

As the two teachers were taken by surprise by that as Peter said, "What's this?"

Oobleck glasses lower a bit as he saw the same thing and said, "It appears young Flynt has just activated his Semblance, and quite a remarkable one at that."

(Field)

"Ladies and gentleman! Feast your eyes on Flynt Coal's... Killer Quartet!" Oobleck said as Flynt and the other copies flip their hat to the crowd, each of them with a delay of movement like a wave. (You know where people stand up with their arms raise and sit back down with other people following)

Flynt look to the screen to check aura level to see Weiss is at the same level as him with his partner high up above Yang's but she was still little above 70%.

Flynt then merged back into one as he walked torts Weiss.

(With Yang vs Neon)

Yang was chasing Neon as her eyes were red as she was clearly angry to which Neon noticed. "Ooooh flashy eyes! You know your actually kinda pretty when you're angry." Neon said as she rollerbladed around a bit.

"Shut up. Shut up. SHUT UP!" Yang yelled in anger as she then launched herself at Neon with Ember Celica as her eyes reverted.

(With Weiss)

Weiss tried to get to her weapon but Flynt was already on it as he put his foot on it.

"Get back here!" Yang called as Flynt and Weiss looked and saw Neon skating around Yang.

"I'm not trying to say you should go on a diet, I'm saying you really need to go on a diet." Neon said as Yang had just about enough.

"That's it!" Yang yelled as she was pissed.

"Your fat." Neon said as Flynt smirked and turned around before once again activating his Semblance so he could catch Yang by surprise. Weiss seeing this saw a fire spot preparing to burst as she didn't have time to grab her weapon so she went for the next best thing.

Weiss the got up and charged Flynt before knocking him into the fire as it burst followed by the buzzer sounding. To which Yang noticed. "What?" She asked seeing this.

(Stands)

"Weiss!" Ruby and Blake called as they saw this.

"That's gotta hurt." Francis cringed as he saw this.

"Varley." Pym agreed as he saw this.

(Announcer box)

"It appears we have a double knock out on our hands!" Peter called as Oobleck looked.

"Yes in fact it almost looks like Ms. Schnee's Aura is completely depleted. She sacrificed herself to take out Flynt." Oobleck called as he saw this and looked to Peter. "Wait a minute... WHAT'S THIS!?" Oobleck called as he saw on the stage something surprising.

(Stage)

Flynt came out as he stumbled a bit as it was clear that Flynt Cole was still battle worthy. "Ladies and gentlemen! Flynt Coal remains standing!" Peter called as it was a surprising turn of events. On the screen Flynt Aura was borderline red as he still had enough to go on but Weiss was out of the match.

Neon rolled over to Flynt as she smiled. "You did it Flynt! Don't worry about her, she's easy! But kind of annoying." Neon said as she rolled around Flynt and whispered the last part as Yang was now royally pissed off.

"Ooh, and it looks like Yang is angry!" Peter began as Yang turned her hands into fists with the bones cracking into place. "And you wouldn't like her when she's... upset." Peter said as Yang's Aura skyrocketed as she roared while behind her fire plumes shot up with her hair being blown up by wind.

Fired two shots from her Ember Celica, Neon and Flynt dodge them barely, as Neon bladed around Flynt as he said, "Yo Neon! GO!" Neon rolled in front of Flynt as she gotten a speed boost from Flynt as he played his Trumpet and send a sound wave at Neon.

Yang came charging in as she got caught in the sound wave as well and about to be thrown back, but she use Ember Celica and blast her way forward.

Going toe to toe with Neon as Yang fire at the pink hair cat girl, but she dodge them with ease.

Jumping out of the sound wave as Yang turn around and look down and fire off more shot that was destroying the field area the two teammates were on.

Soon Yang got her target and fire a shot at Flynt foot making him loose his placement of the sound wave with neon not getting the speed boost like she wanted. To every spot she roll too, Yang shot at it and destroy the ground in front of her trying to make her lose her balances.

As a Ramp like concrete rise up making Neon up and on top a rocky area where her roller blades would have no flat surface to roll around much.

Yang finally landed as she was now coming after Flynt as Neon was out of the way for now, and then blast her way into the air at the Jazz player.

Flynt saw her coming fast as he use his semblances again using his copies, and using his powerful combine sound wave attack on Yang.

Yang is strong enough to withstand it with her semblances as she keep blasting in the sound wave until she reach the Trumpet player, and then with her prosthetic arm crushed the opening close of the original Flynt's Trumpet as it back fired his power on him and his copies, and send his back with his aura depleted as the buzzer went off with Oobleck announcing, "Ouch! Sour note for Flynt!"

Yang skid back as she turn to see Neon trying to avoid the geysers holes as they steam up with Neon keep saying, "Never miss a beat. Never miss a beat."

AS Steam came up in front of Neon she dodge it but close to lose control of her roller blading as she said, "Never… miss a-

Neon tripped as she panic as she said, "…Beat?"

She tumble and try to recover by rolling herself but unable to see in front of her as she rolled into a Geysers hole as it shot up hot water and she went flying up with the rushing water.

Yang saw her target, now she was in the air, Yang took aim and fire a blast at the cat girl and she scream out as the shot hit her, then the buzzer rang out, to show Neon was out of aura.

The crowd cheer as well the two member of team RWBY and The Avengers. Yang was taking a breather letting her anger sooth a bit before her eyes went back to normal, then she remember her team mate as she said, "Weiss!" Turn to her on the fire field and ran to her.

Yang came and knee to her as her dress, and face was cover in soot, as Yang help her up and asked, "Weiss! Are you okay?"

"Well I can still work in my lab but…" Weiss said before she coughed a bit and then in a wheezing tone as she said, "I may not be singing for a while..."

Yang looked a bit worry until she smiled and said, "You know... I'm not sure that was proper form."

Weiss had an upset look as she said, "Oh ha, ha! *Cough!"

In a high pitch tone as Neon said, "WHAT?!"

"We lost?! We lost?! Team FNKI lost?!" Neon said surprise that her team had lost and now kicked out of the Tournament.

Neon was out of color as she put her hand at her head and said, "That was... That was... AMAZING!" Neon gotten her color back with rainbow stars in her eyes.

"Oh my, gosh you guys were super crazy awesome! We should DEFINITELY party together sometime." Neon said as she was happy after all she made it to the second round and had an awesome fight. "Right Flynt?" She asked turning to Flynt.

"That was a gutsy move, Schnee." He began with a scowl before smiling. "I dig it, Iron-Heart." He praised as he smiled to the heroin.

That was when the Avengers and the rest of team RWBY arrived as they looked to her with Blake and Ruby kneeling next to Weiss. "Good job you two!" Blake praised as she saw Weiss was somewhat alright.

"Yeah!" Ruby praised as she saw this before Pym flew in while in pixie form.

"Wow who knew Weiss was reckless." Pym praised as this caused the Ice Queen to roll her eyes to his antics.

"And with that RWBY and the Avengers go to the Singles." Francis said as he smiled to his teammates as they saw this.

(Scene Break Loki's group)

Loki was waiting as he looked to Emerald and Mercury both looked very worried as they lost their criminal connection in Roman who vanished with Neo. Cinder was captured by SHIELD and the rest of them had every law enforcement in Remnant looking for them. Loki of course was calm about it as he sat on his chair as the plan was simple for the three of them.

"So are you sure the White Fang will be of use when we hit SHEILD?" Emerald asked as this was a huge risk for them all.

"Of course after all when the portal opens and the Chitauri flood through, never will you have to struggle again." Loki said to Emerald as he walked about ever so calmly.

"Just give it a rest Emerald we're going to have an army on our side." Mercury said as this was their only chance to be top dogs.

"Anyway I have business to attend to at Beacon Academy." Loki said as the trickster had one more piece to deal with in their scheme on Remnant. After all Cinder failed to do it so it falls to her father to finish off the Maiden.

(Meanwhile with Ozpin)

Ozpin was looking out his window as the sun was setting. As he looked out to Beacon and the school grounds the elevator door opened and from it Qrow walked in as Ozpin looked. "You know he's making you and Fury look like a couple of fools and failing at it." Qrow said as he walked into Ozpin's office.

"His heart is in the right place." Ozpin began as he looked outside. "He's just... misguided." Ozpin said as Qrow held a coffee as he was clearly sober.

"Sometimes I'm not even sure he has a heart." Qrow said before taking a sip of the coffee. "So... Have you chosen your Guardian yet?" Qrow asked as Ozpin then turned to Qrow.

"Maidens choose themselves, I simply believe I've found the right candidate. Ever since the day I met her I had a feeling she would be the one." Ozpin said as Qrow looked a bit concerned as well.

(Meanwhile with Pyrrha)

Pyrrha was walking to Ozpins office after being called there as Ozpin continued to speak. "She's strong, intelligent, caring, but most importantly... she's ready." Ozpin said as he had no idea that things were about to take an unintended turn one that pushes torts… an Infinity War.

(With Mercury and Emerald)

Mercury and Emerald were loading up in a SHIELD drop ship as with them were White Fang Members. The Job was simple they were to start the chaos and get the ball rolling for Cinder's plan. Loki was already working on getting the portal set up in the last place the Avengers would think to look. While that happens they were to infiltrate the Heli-Carrier, cause some chaos, and break Cinder out for the final act of her grant master plan.

Once both Cinder and the scepter were secured they need to get her out to open the portal. In turn the fall of Beacon will become the Fall of Remnant. And no doubt like Salem Cinder couldn't wait to watch it all burn down.

(TBC)

ESKK: Sorry for the short chapter but I like to keep filler Chapters as short as possible. That's just me but anyway before leaving please give me a review and as always I say in honor of Marvel's Stan, the Man above all, Lee excelsior.


	27. Chapter 26 Assault on the Heli-Carrier

Next Avengers Heroes of Remnant

ESKK: Well we not enter the endgame of this arc. Yeap its time for the universe to know that Remnant is protect by their mightiest Heroes the Avengers. Though we still have a couple of chapters till then but I digress. Now enough of my rambling lets begins with excelsior!

(Start)

*Insert Tsukiyabureru Time to Smash by TM Revolution

-Nemuru omoi atsumeta asu ga hayaku hoshii-

The Opening song began with a burst of energy as it began to show the crests of each Avenger as it began with James shield being thrown through the screen and was followed by his image. James image had a back image of Captain America as it was clear James was his legacy. The same effect began to happen with the others with differences as Torunn was next with her sword being raised and thunder bursting out from it, next was Weiss and Tony Stake AKA Iron-Man as the two were seen back to back as Weiss looked annoyed while Stark in his youth looked as cocky as ever. Next was Forest and Hulk as the two were seen to be at odds with each other yet still unified under a common goal. Next was Blake and Natasha Romanoff AKA the Black Widow as the two were smiling and shaking hands with each other. Next up was, Francis as it showed him and his far notching up an arrow to fire off side by side showing the family resemblance. Then it was Pym, and his parents as the two smiled to each other with Hank having a hand on his sons shoulder and his wife hugging her son, close.

-Yobiatta hikari o zenbu tokihanatsu toki matteru-

The image was then followed up by Ruby and her mother as the two Marvel Roses high fived each other. Then it showed Azari and T'Chala as the two fist bumped. It began to scroll through the others with Penny and the Vision, Jaune and Rhodes, and finally Nora with Mjolnir.

-koumyou ni uragaesare gomakasareru mitai da

Sekai wa mou kantan ja nai midaredasu byouyomi-

The images began to show each of the Avengers in battle of sorts as they were either training or fighting crime. James with his shield, Weiss with her armor and Glyphs, Torunn with her sword and Asgardian strength, Hawkeye with his bow and arrow, Blake and her Widow gear, Hulk and his unstoppable power. It then moved onto the others as it began with Ruby as Ms. Marvel while holding her mother's Captain Marvel Helmet almost seeming ready to put it on, then it was Jaune in the War Machine Armor ready to fly off into battle, following him up was Nora who had Mjolnir ready for battle, then came Penny as the Vision who phased through the wall and fired a laser from her head.

-houchi shite yamanu sunuuzu no (Break it, time to SMASH!)-

The screen then showed Cinder as she then transformed into her true form as Hela before swiping her scepter that held the Mind stone to show her army the Chitauri and the Grimm.

-Setsubou ni yatto kizuku furi-

The screen then showed all the Avengers as well as the Huntsman like Qrow and the Vytal competitors. It then showed a portal opening in the sky and from it the Chitauri were seen pouring in as James and Ruby saw this. The two then nodded to each other and in turn charged at the foes as Hela leading the charge herself sent forth her Chitauri and Grimm. When the two forces clashed a huge burst of light was seen as it obscured the image in light for a moment.

-Nemuru omoi atsumeta asu ga hayaku hoshii yobiatta hikari o zenbu tokihanatsu toki matteru-

The screen began a montage of each primary Avenger in action going in the order of James, Torunn, Weiss, Francis, Blake, and the Hulk.

-hitori ja nai no o yakusoku to iu nara

Shinjikitte nozomu kodou ga yurusarete eru mirai o-

The song was approaching the climax as it then showed the 'Mighty Avengers,' as first it was Ruby, then her sister Yang as Yang had some help from a man with a red star on his own prosthetic limb, then came Nora with Mjolnir, then was Penny again taking out multiple Grimm and Chitauri, up next was Jaune in the War Machine armor firing off missiles at the Grimm, and surprisingly topping it off was Ren who was accompanied by the image of a woman with weapons akin to wings.

It began to climax as the two groups of heroes gathered together and then saw Hela who was accompanied by the image of Salem who had the Infinity Gauntlet and in turn they charged head first to her.

-Tsukiyabureru!-

When the Charge finished the Avengers were seen standing in the void of the God of Light before it change to the view of Avengers Tower as the opening came to an end.

*End OST

(Start Ozpin offices)

Pyrrha and Ozpin were sitting at the desk in the office talking about the final round of the Tournament, as Pyrrha found out she made it in the semi-finals as Ozpin said to her, "Well, it comes as no surprise that they've chosen you to move onto the final round of the tournament. Your performance has been exemplary."

"Thank you professor Ozpin, but I would never have made it this far without my teammates," Pyrrha said a she knew she could not have taken all the credit with Jaune's strategy plans, and her other teammates support, as she may be strong and skill in her own rights, she can't take on every team solo.

"Personally I think it's the other way around." Qrow said as he was leaning on the wall.

Pyrrha was surprised to see this person as she didn't even sense his Aura. "I'm sorry but I don't believe we've been introduced." Pyrrha said as she was trying to be nice.

"Name's Qrow." Qrow said looking to Pyrrha who saw the drunken Huntsman.

"Qrow is a trusted colleague of mine." Ozpin said as Pyrrha felt something wasn't right here.

"Professor, if you don't mind me asking, why have you called us up here?" Pyrrha asked as she looked to Ozpin with some confusion.

"Please, take a seat." Ozpin said as he was being calm about this to which Pyrrha obliged if it meant getting answers.

"What is your favorite fairy tale?" Ozpin asked as he looked to Pyrrha who was surprised by this.

"I'm sorry?" Pyrrha said being caught off guard.

"Fairy tales. Stories from your childhood. Surely you must remember some of them." Ozpin said as Pyrrha looked confused but did have a few she remembered.

"Well there is the tale of the two brothers, the shallow sea; the girl in the tower." Pyrrha listed off as Pyrrha heard this.

"What about the story of the seasons?" Ozpin asked as he leaned forward as this one was one Pyrrha was very familiar with.

"Oh of course. A Callous old man who refuses to leave his home is visited by four travelling sisters. The first understands his reclusive nature and urges him to use his time of solitude to reflect and meditate. The Second brings him fruits and flowers, tending to his crops and revitalizing his garden. The third warms the man's heart, convincing him to step outside and embrace the world around him. And the fourth and final sister begs him to look at all he has and be thankful. In return for their kindness, the man grants the maidens incredible powers so that they may continue to help others all over the world. They graciously accept and promise to share their gifts with the people of Remnant until the end of days." Pyrrha said remembering the story like the back of her hand.

"Winter, spring, summer, and fall. The Four Maidens." Pyrrha said remembering when she was told the story. "My mother loves that story." Pyrrha said as Ozpin looked and saw he was off to a good start.

"Would you believe me if I told you that one's been around since I was a boy?" Ozpin began as Pyrrha was now confused but then took it as a small joke about Ozpin's age.

Pyrrha began laughing as clearly she thought it was a joke. "You're not that old, Professor." Pyrrha said as she calmed down a bit.

Ozpin turned from playful to deadly serious in a millisecond. "Well, would you believe me if I told you it was true?" He asked as Pyrrha looked shocked and confused.

Pyrrha was silent for a moment, then gives an uneasy chuckle. "I beg your pardon?" Pyrrha asked as she was shocked by this.

"What if I told you that there were four maidens existing in this world that could wield such tremendous power, without Dust?" Ozpin asked seriously as Pyrrha heard this.

Pyrrha tried to make sense of this development. "You mean... like a Semblance?" She asked but Ozpin had a counter for that one.

Ozpin gave her a small smile as he delivers his secret. "Like Magic." Ozpin said as this surprised Pyrrha to no end.

Pyrrha looks down. "I…" All of this was starting to confuse her even more.

"Yeah. First time hearing this, it's pretty crazy." Qrow added suddenly catching Pyrrha off guard.

Pyrrha turns her gaze from Qrow back to Ozpin again, amazed. "You're serious?" Pyrrha asked in shock to this.

"Do I look like I'm joking?" Ozpin asked as he knew the danger they were all in. Especially if Salem is hunting the Infinity Stones. Ozpin knew of Salem's power and knew if anyone can use them without being destroyed it would be Salem. After all the God of Light gave her immortality while the Grimm Pool gave her the destructive power of the Grimm as well as the Grimm's power to adapt between battles. If Salem uses those stones they would destroy her first but when she regenerates she'd be given more power for it until she is able to use them.

Pyrrha saw the serious look in Ozpin's face and quickly realized he wasn't joking. "No." Pyrrha said as she was now worried. "But... Why... why are you telling me this?" Pyrrha asked struggling to find the right words as she knew there was a reason for this.

Ozpin glanced at Qrow, who nods his approval, before looking into Pyrrha's eyes. "We are telling you this, Pyrrha Nikos because we believe that you may be next in line to receive the Fall Maiden's powers." Ozpin said as Pyrrha was surprised by this.

Pyrrha eyes grow wider and wider until she realizes what he said. "We?" She asked and at that moment, the elevator doors open, and she saw Glynda Goodwitch, and General James Ironwood step out.

Ironwood walks in as he straightens his tie and Glynda fixes her glasses. "Sorry we're late." Glynda said as she walked in with Ironwood. Pyrrha was overwhelmed as she narrowed her eyes at Ozpin. "Wait, what is this? Who are you?" Pyrrha asked as she saw this and was very concerned now.

Goodwitch coming forward with Ironwood and Qrow, spreading her hands and trying to sound reassuring. "You know who we are. We're still the same teachers and Headmasters you met when you arrived at Beacon." Glynda said as she looked to Pyrrha.

Qrow had a dark grin before he continued to speak. "But we've got a little part-time job." Qrow said as he looked to Pyrrha.

Ironwood had his steely gaze on Pyrrha. "We are the protectors of the world." James said as the words left his mouth with some disdain showing that he had a direct view of Avengers Tower who were doing the job better than any of them.

"And we need your help." Ozpin stated as he looked to the Champion fighter. Unaware to anyone here Glynda made an ever so subtle smirk as for a moment her eyes turned emerald green before returning to their normal forest green color.

(Scene Break Heli-Carrier)

The Avengers had returned to the Heli-Carrier as Azari and Pym stayed behind with the Auxiliary Team at Beacon. Torunn would be moving on to the Singles round and people are a bit worried how it would turn out if it came down to Yang vs Torunn. Not for any chaos but more for… collateral damage.

But right now Weiss and Forest were working on the Scepter to track down the Cube. Forest had a scanner on it while Weiss was on a computer eating blueberries. "Ok if our hunch is right and the Cube and Scepter are similar in Gama Readings we can use these same readings to track it down." Forest said as he made a note of this. "Problem is it will take us weeks to process it all." Forest said as Weiss had a counter argument for it.

"But if we bypass their mainframe with a direct route to the homeware cluster we can clock this at about 600 teraflops." Weiss said as she worked at her station.

"Ms. Schnee you never cease to amaze me with that IQ of yours." Forest said as Weiss laughed a bit.

"Yeah." Weiss said as she began to walk over to Forest. "But if the whole teaching thing doesn't work out you should head to Atlas and work for me. Top ten floors is all R&D total candy land for you." Forest said as she walked around Forest.

"Thanks but the last time I was in Atlas… I kind of leveled downtown… and uptown." Forest said as Weiss shrugged a bit.

"Well I promise a stress free environment but your call in the end." Weiss said as she walked away and got back to work.

"Any progress?" James asked as he walked in hoping for something.

"Some but I also have some thoughts on my head." Weiss said as she walked around with a bag of blueberries. "Why did Fury call us in now of all times? What isn't he telling us?" Weiss asked as she looked to the duo. "I mean seriously does no one think Fury is hiding something?" Weiss asked as she looked to her friends here.

"What makes you say that?" James asked as he was a bit confused.

"James he's a spy THE spy his secrets have secrets." Weiss said as she looked to James. "Is bothering Forest also isn't it?" Weiss asked as she looked to Forest.

"Uh don't bring me into this I just wanna finish my work here and." Forest began but now James wanted to know.

"Professor." James said as Forest saw he was trapped here.

Forest then sighed and began to remove his glasses to explain things as best he could. "A light for mankind Cinder's jab at Fury." Forest began as James remembered that.

"I heard it." James said as Forest nodded to this.

"I think that was meant for you." Forest said while looking over to Weiss and pointing to her. "Even if Cinder and Loki didn't know about the tower it was still all over the news." Forest said as he looked to the group. "It has a self-sustaining energy source that building will run itself for a year right?" Forest asked as Weiss nodded.

"Yes see at the moment I'm kind of the only name in clean energy with my prototype." Weiss said as James heard this. "See where we're going with this?" Weiss asked as James saw it as well.

"So why didn't SHIELD bring her in on this?" Forest asked as he looked to James.

"I should probably look into that once my Decryption program runs its course to break into all of SHIELD's secured files." Weiss said taking out her scroll to observe the progress of it.

"Wait Weiss did you say." James began but Weiss cut her off.

"Friday has been running it since I arrived at the bridge and in a few hours I'll know every dirty secret SHIELD has tried to hide." Weiss said as she looked to James.

"And yet you wonder why they didn't bring you in?" James asked still remembering Weiss's little stick with Ultron.

"An intelligence organization that fears intelligence is never a good sign James." Weiss countered as she looked to the Soldier.

"I think Cinder and Loki are trying to wind us up." James said as he looked to Weiss. "They both want to start a war and if we don't focus they win." James said as Weiss rolled her eyes to this.

"Mr. Rogers please tell me none of this smells off to you?" Forest asked as James had to admit they had a point.

"Just find the cube." James said as he had some things to look into on the Heli-Carrier.

Once James was gone none of them saw James make his way to the SHIELD Vaults as they went back to work. "He's not wrong Ms. Schnee Cinder has the jump on us." Forest said as Weiss rolled her eyes.

"What Cinder has is a chunk of volatile Dust in her hands and when it goes off in her face I'll be there to see it." Weiss said as she kept working.

"And I'm sure I'm going to read all about it." Forest said as Weiss then sighed to this.

"Professor why do you still see the Hulk as a curse?" Weiss asked surprising Forest to no end. "I mean I have a cluster of Shrapnel trying every second to get to my heart and this thing here." Weiss said gesturing to the glowing circle of light on her chest. "It stops it." Weiss said as she saw Forest kept working.

"Then you don't know me that well. The only reason Hulk is helping you is because you don't go out of your way to shoot or attack him. Every time he comes out it's a living nightmare. I'm lucky I got him to agree to be the good guy especially when he can't come out when I'm teaching." Forest said as he did his work.

"Professor." Weiss began while moving the data way from Forest. "I ran the numbers and that much Gama exposure during your accident by all logic should have killed you that day." Weiss said as she looked to Forest.

"So you're saying the Hulk… the other guy saved my life?" Forest asked with a small scoff. "Nice sentiment but what did he save me from exactly?" Forest asked as Weiss shrugged.

"Supposed we'll have to wait and see, after all the Hulk is becoming a hero now… and the Hulk is a part of you. Maybe he saved your life to save others." Weiss suggested as this left Forest at a lost now.

"You may not enjoy the answer." Forest said as Weiss smirked a bit.

"Well we'll see about that." Weiss said as the two got back to work.

(Cinder's Cell)

Cinder was using her magic to keep herself entertained in the Cell. She knew the plan was moving smoothly as this was perfect. Her father deals with the Maiden and the signal is made informing her team to move in and retrieve Cinder herself and the Scepter. As Cinder stopped for a moment she stood and walked about mentally debating if she should call Fury for those Magazines he offered her before.

Just then she stopped as she smirked a bit knowing full well someone had arrived to her Cell. She turned around and in turn saw Blake the Black Widow here. "So they send the traitor of traitors." Cinder said knowing of Blake's old allegiances to the White Fang. "First you help the Schnee, then you betray the Fang, so who will you be betraying this time, SHIELD, the Avengers, or your teammates?" Cinder taunted as she approached Blake.

"I just came here for answers what does the White Fang hope to gain from helping you?" Blake asked as she glared at Cinder.

"Oh worried for your friend or worried about your checkered past come out?" Cinder taunted further as Blake kept her cool against Cinder.

"Stop dancing around the question and answer me!" Blake demanded as she glared at Cinder.

"Fine if you must know there a means to an end." Cinder confessed as she shrugged off Blake's question there.

"How?" Blake asked as Cinder smirked to Blake.

"Does the name Adam Taurus ring a bell?" Cinder asked as she smirked to Blake newfound undivided attention. All too easy for Cinder to break with words alone as she even saw Blake cringe a bit in response to that very familiar name. "He has a gift to bend people to his will to make them follow his orders though his main strength comes from one all-knowing power… fear." Cinder said as she smirked torts Blake small physical responses to each work spoken.

"And why the Fang?" Blake asked as she needed to put this to rest with Cinder.

"Simple at the time I needed them." Cinder said as she walked to the side. "But now thanks to you my plans have been derails left and right that I only barely managed to salvage it." Cinder said as she glared at Blake for a bit. "You won't like that because in the end you know Adam is coming for you and you alone." Cinder asked as she saw Blake began to weaken from this. "I do wonder how it will be when he comes marching through killing off everyone and everything you've ever loved making his way torts you. Then running you through allowing you to bleed out for the last image of your life to be you closest of friends being slaughtered before you." Cinder said as Blake began to take a step back from the Maiden.

"That won't happen." Blake defended as she glared at Cinder.

"Oh will it? Despite being the 'Black Widow,' you're bathed in bloody red." Cinder said as she sat on a chair they had given her here. "Ghira Belladonna Kali Belladonna your parents correct?" Cinder added as she smirked sinisterly at Blake who went wide eyed. "I wonder how they will react to learning that their own daughter their own flesh and blood was responsible for the slaughter of many humans and Faunus alike." Cinder said as she began to make her way to the wall. "Do you think saving a world filled with arrogant weak people less virtues then you will change your past?" Cinder taunted as she looked to Blake.

"This is the basis sentimentality no more than the mindset of a pathetic child." Cinder said as she glared at Blake who stood there taking it all. "You lie and kill in the service of liars and killers." Cinder said as she remembered everything until now the Avengers were part of. All their fights all their battles thus far had a common factor collateral damage, innocent people hurt, without homes, or dead because of the hubris of the Avengers. "You may think yourself above that, believe you have some moral code but regardless they are and always have been as well as will be a part of you and they will never go away." Cinder said as she glared at Blake.

Cinder then slammed her hand on the wall glaring at Blake who turned away seemingly weeping in horror. "This is my bargain you pathetic child playing at adulthood I will point Adam to all that you love and care for and I will make you watch as he kills them all slowly and intimately mauling animal." Cinder said as she looked to Blake.

"You're a monster." Blake was heard as she was seemingly shell shocked at Cinder's words.

Cinder then laughed in response as she reeled back a bit. "Oh no you brought the Monster on board, tried to make it a hero also." Cinder taunted as then all of a sudden the weeping stopped.

"So Forest that's your play." Blake said as she turned to Cinder who was shocked to see this. Blake then began to leave as she was already on the scroll. "Cinder wants to let the Hulk out keep Forest in the lab and send Torunn there. I'm already on my way." Blake said as she took her leave of Cinder but then stopped. "Sorry Cinder." Blake began as she looked to Cinder. "You're not the only one here with the silver tongue of a snake." Blake said before she left Cinder's cell.

(Meanwhile with James)

James was in SHIELD's vault as he noticed some old wooden boxes about. As he saw them he set them on the table before opening each of them carefully and was shocked at what he saw inside. The emblems on them and the design was dead giveaways from historical text back on his Earth as he saw it all. "You have got to be kidding me." James said as inside was the familiar red emblem with a skull that had tentacles coming from the bottom of it.

This was the emblem for Hydra and if they existed here as they did on his Earth then either A this world already had a Captain America who didn't make it to today or B they found a way to beat them. That didn't matter though as he had some choice words with Nick Fury himself.

(Back at Beacon Elevators)

Pyrrha was silent as herself, Qrow, Glynda, Ironwood, and Ozpin rode the Elevator down. "Where are we going?" She asked apprehensively as the elevator beeped with each floor they passed.

"The vault. Under the school." Ozpin answered as he looked to Pyrrha with sympathy for her.

The elevator continues downward through the vertical tunnel of dark green lights until it opens its doors and their passengers step out, with Pyrrha being the last to leave as she absorbs the sight of the large, sparsely-lit hallway she is now being lead through. Glynda waits up for her behind the others keeping a smirk hidden unaware someone else was arriving at the Elevator.

"I'm sure you must have questions." The Telekinetic Huntress said knowing feelings that Pyrrha is experiencing right now.

Pyrrha was still taking it all in. "Maybe one, or two... I still don't understand. You said I was next in line to receive the Maiden's power. What do you mean by that?" Pyrrha asked as she tried to figure all of this out.

"The Maidens have existed for thousands of years. But much like in nature, the seasons change. No two summers are alike. When a Maiden dies, her power leaves her body and seeks out a new host, ensuring that the seasons are never lost, and that no individual can hold on to that power forever." Glynda said as she led Pyrrha through the hall.

"So, how does the power choose?" The Red Gladiator asked her but it was Qrow who answered instead.

Qrow looked over his shoulder. "Through a series of stupid and convoluted rules." Qrow said as Glynda heard the drunken huntsman.

Goodwitch scowled at the drunk man. "Qrow." Glynda scolded as she glared at Qrow but something was off about her glare.

"Hey, don't get mad 'cause I'm right." Qrow retorted as they kept walking.

Goodwitch gazed back to Pyrrha, explaining it all carefully. "At first, the only thing that was certain was that the powers were specifically passed on to young women. But as time went on, it was discovered that the selection process was much more... intimate." Glynda explained carefully as Pyrrha heard this.

Pyrrha had a concerned. "... Intimate?" Pyrrha asked as the red head needed more information on this.

"Basically last person who was on the Maiden's mind is the first candidate as a Maiden." Glynda said as she tried her best to explain it all to Pyrrha.

"Unless said person is an old hag or some guy making our job of finding them a lot harder." Qrow explained as he stayed with the group.

"Why tell me all of this now? Why not wait until I've graduated?" Pyrrha asked not getting the sense of this.

Qrow shrugged. "Honestly, we've run out of time. I don't know if you've not noticed, but things are getting a lot scarier out in the world. Tensions are high. Grimm are growing stronger, more prevalent. Super powered types are popping up all over the world. And it's not going to be long before the peace we've been enjoying for so long goes out the window." Qrow said as he looked to them.

Pyrrha felt her stomach drop. "You're not... talking about a war?" Pyrrha asked as she was worried about that.

Ironwood shook his head. "Not a war between nations." Ironwood said as Ozpin heard what he said and knew Salem would become a much bigger threat now that she was hunting the Infinity Stones.

"We can fill you on the details once we know that you're with us. For now, all you need to know is that one of the Maidens has been attacked. And for the first time in history, part of her power was stolen." Qrow said seriously as if his casual demeanor instantly vanished.

A humming of electricity is heard as the group comes to their destination at the end of the hallway: A large machine with lit screens hooked up to two rectangular pods, one of which is upright to show through the glass window a young girl dressed in minimal clothing with a burn scar over her left eye and across her face.

Pyrrha stepped forward hesitantly. "Is that…" Pyrrha asked as the group who brought her here to this hidden vault must knew who it was.

Ozpin sighs heavily. "The current Fall Maiden, Amber." Ozpin said as he looked to the girl.

Pyrrha was trying to hold herself. "She's... still alive." Pyrrha said as she saw the state she was in as it seems it was only prolonging the inevitable.

"For now. We're using state of the art Atlas technology to keep her stable. But there is a lot about this situation that is... unprecedented." Ironwood sternly stated looking at Amber as Pyrrha saw this.

"What do you mean?" Pyrrha began as she was even more worried now. "Won't... her power... just transfer to the next host?" Pyrrha asked Ironwood as that made sense the most.

Qrow had an exasperated look. "Look who's been listening! She is smart." He whispered to Ozpin at that last part.

Ironwood nodded. "Under normal circumstances, yes. But this is a delicate situation. It's not uncommon for the last thoughts of the slain to be of their attacker. And to make matters worse, no one's seen the power split like this before. For all we know, it will seek out its other half." Ironwood said as Pyrrha saw this and began to put the pieces together.

"... Her assailant." Pyrrha said as she realized why this would be bad here.

Ozpin turned to Pyrrha as she was right. "And that would not bode well for any of us." Ozpin said as he knew that if Salem gets both the Maidens and the Infinity Stones all would be lost against her.

"If all of this is true why keep it a secret?" Pyrrha asked as she wanted answers. "If this girl is so important if we're truly on the brink of war why not tell, everyone?" Pyrrha asked as she wanted a straight answer here.

It was then Glynda who spoke up as it seemed almost like she was trying to get closer to Amber. "From what we understand it used to be common knowledge." Glynda said being as calm and understanding as she could be.

"Excuse me?" Pyrrha asked as she looked to them all on this.

Qrow pulls out the familiar flask. "How do you think legends and fairy tales get started? Even the craziest ones come from somewhere." He takes a swig as he knew how hard this was to handle even while sober.

"Our group was founded in order to protect both mankind and the Maidens. Those hungry for power hunted them with the hope of inheriting their strength." Glynda said as Pyrrha paid close attention to their words.

Qrow then finished his drink before he lowered his flask. "And as you can imagine, the ones that succeeded weren't exactly the ones you'd want to have unimaginable power." Qrow said as he knew what this meant for a lot of people.

"And so our brotherhood chose to remove the Maidens from the public eye, allowing their existence to fade away into legend." Ironwood stated as he looked to them.

"The things we're telling you go against hundreds of years of human history and religion." Glynda added as this was fact.

"No one would want to believe us. It would cause an uproar." The General of Atlas said looking at Pyrrha.

"It would cause panic. And we all know what that would bring to clawing at our Kingdom's walls." Ozpin turns his gaze away from the others. "Which is why we would like to…" Ozpin began with a solemn look on his face only for Pyrrha to cut her off.

"I'll do it. If you believe that this will help humanity… then I will become your Fall Maiden. That's what you wanted, isn't it?" Pyrrha asked with resolve unaware that Glynda had gotten close enough to do something if she wanted to… or if she wasn't Glynda to begin with.

"It is, but I'm afraid it's not that simple. Given Amber's condition, you won't be able to inherit her power naturally. However, General Ironwood believes he has a solution." Ozpin said as he stepped toward Pyrrha but he did not like where this was going.

"For the past few years, Atlas has been studying Aura from a more scientific standpoint; how it works, what's it made of, how it can be used. We've made... significant strides. And we believe we've found a way to capture it." Ironwood said as some of those strides went against moral and ethical codes left and right.

Qrow rolled his eyes as he gestures to the two girls here. "Capture it and cram it into something else. Or in your case…" HE began as he looked to Pyrrha who was horrified at this.

Pyrrha glanced at Ironwood. "That's…" Pyrrha began as James saw this.

"Classified." He said as Pyrrha would beg to differ on such a subject.

Pyrrha couldn't believe what she's hearing. "... Wrong!" She yelled as Glynda glared at Ironwood.

"The feeling is mutual. But desperate times call for desperate measures." Glynda said as she didn't agree with this but Amber was suffering enough already.

Ironwood glared at her back. "And these are indeed desperate times. We can't transfer Amber's power to you, but we can give you what those powers are bound to." Ironwood said as he looked to Pyrrha.

"The feeling is mutual. But desperate times call for desperate measures." Glynda said as she didn't agree with this but Amber was suffering enough already.

Ironwood glared at her back. "And these are indeed desperate times. We can't transfer Amber's power to you, but we can give you what those powers are bound to." Ironwood said as Pyrrha knew what that meant.

"... Her Aura." Pyrrha said in shock as the poor girl couldn't wrap her mind around of what's going or what she's getting herself into.

Ozpin closed his eyes as he bore the expression of grief. "Her life would become intertwined with yours. The question is...:" Ozpin began but it was Qrow who spoke up.

"What's that going to do to you?" Qrow said as it showed by tone alone how high the stakes were.

"You have an important decision before you, Miss Nikos. There's no guarantee this transfer will work. And there's no telling if you will be the same person if it does. I advise you to take time on this matter. But understand that before the Vytal Festival is over, we will need your answer…" Ozpin said with a hint of guilt in his tone.

"The assailant that attacked the Fall Maiden has made their first move. And there's no telling when their next move will be." Ozpin said as just then a new voice was heard.

"EVERYONE GET AWAY FROM HER!" Came the voice of Glynda from down the hall causing all eyes to fall to it. They were all shocked to see another Glynda running in as she had her weapon drawn.

Ironwood was shocked as he then looked to the Glynda they brought here who then smirked sinisterly and turned into none other than Loki.

"We've been tricked!" Ozpin called out as Loki then pointed his daggers out.

"And successfully to boot." Loki said as he then jumped back and stabbed the first dagger into the panel causing it to short circuit. HE then used his magic causing the group to be blasted back only for Glynda to jump through. But alas it was too late as the glass shattered and in turn Amber found a dagger stabbed into her chest causing her go gasp in shock and pain to it. He then twisted it before stabbing her head and in turn ending her life.

The result was as expected the power shot out and avoided Pyrrha as it flew to become whole once more. "We need to call Fury now!" Qrow said as he knew Nick had Cinder the half-Maiden on his ship.

"What how?" Pyrrha began trying to wrap her mind around this new event.

(Back on the Heli-Carrier Lab)

Weiss and Forest were relaxing in the lab when they saw Nick Fury walk in. "What are you doing Ms. Schnee." Nick said as his crew detected a foreign program entering the Heli-Carrier's data hubs.

"I could be asking you the same thing Director Fury." Weiss said as she ate some more blueberries.

"You're supposed to be looking for the cube." Fury said as he glared at the two geniuses.

"We are the model is locked and we're sweeping for the signature now. The minute we have a hit we'll have the location within half a mile." Forest said pointing to the program in question.

"We'll get Torunn's cube back study it a bit return it no must no fuss." Weiss said as she focused on her work just before the other program picked something up. "By the way don't mind me asking but what is phase 2 exactly?" Weiss asked just as James came in and dropped a rifle on the table.

"Phase 2 is SHIELD uses the cube to make weapons." James said as he looked to the trio here. "Sorry the computer was moving slow for my taste." James said as he looked to his friends.

"Rogers I can explain this we gathered everything related to the Tesseract this does not mean." Fury began as Weiss then cut in.

"I'm sorry Nick." Weiss said as she then showed the blueprints of a missile. "But can you explain this?" Weiss asked as she showed the prints.

"I guess Weiss had the right idea to have some contingencies." James said as he glared at Fury knowing he should have seen this coming from SHIELD.

Just then Torunn and Blake walked in as they saw the event taking place. "Did you know about this?" Forest asked as he looked to Blake.

"Professor you should probably remove yourself from the situation." Blake said as they didn't need a Hulk related incident with Cinder's plans playing out.

"Oh I don't think so I was in the wilds outside the Kingdom as a doctor I was pretty well removed." Forest said as he glared at Blake.

"Cinder is manipulating you." Blake said as she walked forward.

"Is Glynda by chance an agent here? Because she was the one who talked me into coming back to this mad house." Forest said as he looked to them. "You may not realize but I'm not leaving because you all got a little twitchy what I want to know is WHY SHIELD plans on using the cube to build weapons of mass destruction?" Forest demanded as Nick sighed in response knowing they had to know his reasons.

"Because of her." Nick said as he then showed the image of Summer Rose. "When Captain Marvel arrived she had a grudge match with the Kree that leveled an entire village. Thanks to this we learned that not only are we not alone but we are hopelessly and hilariously outgunned." Nick said as they all heard this.

"So what does that make Ruby?" James asked as he glared at Nick.

"What does that make your Asgardians here?" Nick asked gesturing to Torunn.

"My people and my father want nothing but peace with Remnant." Torunn defended as she glared at Nick.

"But you're not the only people are you? The Asgardians, the Kree, and the Skrull are just to name a few. And kicker is you're not the only threats out there." Nick said as he went deeper into his explanation. "Remnant is filling up with people who can't be matched and who can't be controlled." Nick explained as he looked to the Avengers.

"So what you think you can control the cube?" James asked as he glared at Nick Fury.

"Fury if you go and work on the cube it will send out a signal informing all the realms all of the universe that Remnant is ready for a higher form of War." Torunn said as she knew Asgardian artifacts like that should not be tampered with lightly.

"Higher form of war?" James asked as that was news for him.

"Our hands were forced we had to come up with something and your cube information was at the wrong place at the right time." Nick said as he looked to Torunn.

"A deterrent because that always calms everything right now." Weiss said as she glared at Fury.

"Remind me again how your family had made its fortune beyond Dust?" Nick asked as James then stepped up.

"I'm sure if Weiss still made weapons she'd be neck deep in it." James said as Weiss was caught off guard.

"Now hold on that slander since when did this become about me?" Weiss said as James glared at her.

"Isn't everything, oh woe is me and my father, oh woe is me and my legacy; oh woe is me that I complain about everything because I'm rich." James said as he glared at Weiss all of the Avengers acting out of sorts here.

"I thought the people of Remnant would be more advanced than this." Torunn said as Nick then glared at her.

"Excuse me I wasn't part of the group of kids who came to your world and started trashing everything in sight while fighting." Nick said as he looked over to Torunn as a huge argument began to break out.

"Are you all really that naïve? SHIELD monitors all potential threats." Blake said as Forest had his two cents to give.

"And Captain Vale here isn't a possible threat Ms. Belladonna?" Forest said gesturing to James.

"We all are." Blake said as everyone began to go at each other's throats verbally as unknown to them Cinder's plan was moving as intended for the Scepter was acting as a beacon for her team to come in.

(Cinder's group)

Mercury, Emerald, and Adam were in the stolen SHIELD Drop ship as they waited for the signal which Emerald kept a look out for. Just then she saw the sight of the Fall Maidens Powers fly through the sky torts the Heli-Carrier and knew what that meant. That was their signal as around them the White Fang began to gear up for an assault on the SHIELD Heli-Carrier itself.

"Transport six-six-five-oh. Please relay your form code. Got you on the computer but not on the data log. What is your haul? Over." An agent says over an intercom as the White Fang kept driving.

"Arms to ammunition. Over." The pilot replies as they knew that was a lie in a sense as they had the arms and ammunition to deliver but not in what they were thinking.

(Back in the Lab)

The Argument kept going but it was better controlled now as Torunn was already speaking. "You speak of control, yet you court chaos!" Torunn yells as she glared at the Nick and her teammates.

"It's his MO, isn't it? I mean, what are we, a team? No, no, no. We're a chemical mixture that makes chaos. We're- we're a time bomb." Forest stated stressed out of her mind.

"You need to step away." Fury says to Forest as Francis was nowhere to be seen right now to help.

"Or what afraid I'll let the Hulk out?" Forest asked as he glared at Fury.

"Among other things." Nick said as he looked to Forest.

"Luckily we plan for this." Weiss said as James then had another one.

"Oh like you plan for everything." James said as he glared at Weiss. "Yeah Jaune told me about your contingencies to neutralize all of us. How about we talk about that?" James offered as Weiss glared at him.

"You know we pose the biggest threat to Remnant if we're not bashing the bad guys we're bashing each other." Weiss said as James glared at her.

"None of us would do that to you." James said as Weiss glared at him.

"Then your idiots." Weiss said as it was clear something was about to happen.

(Francis)

Francis was lounging about on the Heli-Carrier when he noticed a stray drop ship flying about outside. He looked intently at it when he saw the back hatch opened with someone standing on it. He looked closer and saw a familiar head of green there as he went wide eyed in response.

"Oh boy." Francis said as he saw her aiming her guns at one of the engines. He then got up as he saw her aim away from the engine and fire the gun showing it wasn't a bullet but a projectile. "No! No! No! No! No! No! NO!" Francis called out as he went to sound the Heli-Carriers emergency alarms fast.

(Back at the Lab)

"Come on Weiss you have a contingency for me so let's go a few round put the armor on." James said as he glared at Weiss.

It was then that Torunn began to laugh as she saw this. "You people are so petty, and tiny." Torunn said as she saw what was going one here.

"Yeah, this is a team." Forest says sarcastically second guessing why he even came back to this mad house here.

"Agent Belladonna, would you escort Dr. Banner back to his…" Fury states only for Forest to shout out against it.

"WHERE? YOU RENTED MY ROOM!" Forest yelled being fully aware of the cage Shield has for him.

"The cell was just…" Fury starts but stopped when Forest had cut him off.

"IN CASE YOU NEEDED TO KILL ME. BUT YOU CAN'T, I KNOW, I TRIED!" Forest countered as he surprised everyone with what he said. He stops to breath and looks as everyone stares at him. "…I got low. I didn't see an end to my condition so I put a bullet in my mouth and the other guy spit it out. So, I moved on, I focused on helping other people. I was good until you dragged me back into this freak show and put everyone here at risk." Forest said calmly to everyone and then focuses in on his Beacon Students

"You all know my secret how I stay calm. But you wanna really see how it works?" He asks calmly yet a bit angrily with everyone watching him.

During this Fury and Blake slowly reach for their guns as James saw what Forest had in his hand. "Professor put down the scepter." James ordered as in turn Forest looks down, surprised, to see the spear in his hand. The monitor makes a noise, signaling the Tesseract has been located.

He then puts the scepter back on the table and walks over to the screen on the other side of the room. "Sorry, class. You don't get to see my party trick again after all." Forest said as he began to get the information off the computer program.

"Have you located the Tesseract?" Torunn asked as she looked over to Forest with hope.

"I'll get there faster." Weiss said as Torunn then stepped in to stop Weiss.

"The Tesseract belongs on Asgard, no human is a match for it." Torunn urged as she opted to stop Weiss from going after the Asgardian Artifact.

Weiss rolled her eyes and goes to leave only for James to hold her back. "You're not going alone!" He says holding her shoulder as they needed a plan to work with.

Weiss then smacked his hand away and glared at him. "What you gonna stop me from making another Ultron?" Weiss said as she knew for a fact no one forgave her for that incident with Ultron.

"Put on the suit, let's find out!" James challenged as he was ready to throw down here.

"I will smack you with your own shield James." Weiss threatened as James glared at her the same way he did to Francis when they first met back on Earth.

"Put on the suit." James challenged through grit teeth glaring at Weiss intently.

Meanwhile Forest was looking over the data and was soon wide eyed at the location of the cube. "Oh my Gods." Forest said with eyes widened with a pure shocked expression on his face.

Just then Francis ran in in a panic as he looked to them. "Everyone get down!" Francis called out pushing his friends to cover.

(Back outside Cinder's team)

Adam had a detonator in his hand that he then activated causing the projectile to go off with a powerful explosion. The blast ended up destroying one of the engines and causing more damage than that.

(Back in the Lab)

The explosion reached the lab as well as everyone was sent flying in different directions. Though the damage could have been worst of Francis had not arrived when he did. James and Weiss ended at the entry way area while Torunn and Fury ended up behind the table with Francis. But Blake and Forest ended up in an equipment room at a lower level of said room.

(James and Weiss)

The two quickly scrambled to their feet as they saw the chaos hit. "Put on the suit." James ordered as Weiss understood.

"No need to tell me twice." Weiss said before the duo left to grab their gear.

(Blake and Forest)

SHIELD Agents were all scrambling to get ready as they grabbed weapons while the Heli-Carrier was entering defensive locked down mode. Blake found her leg pinned under pipes as she tried to get out. "Dammit." Blake cursed as she tried to get free before looking over to Forest. To her shock and horror Forest was starting to transform into Hulk as she saw the early warning signs on his demeanor. "Please be a good thing." Blake hoped as they may need the Hulk on their side now.

(Adam, Mercury and Emerald)

The trio walked in as Mercury and Emerald hounded on either side of Adam to rescue Cinder and extract the Scepter give to them by Loki. Adam signals his men to kick in the vent and they do before he began barking orders. "Keep their engine down and make your way to the detention cells. Any humans you see kill them off." Adam said as he then walked forth. "I have a traitor to visit." Adam said as he wasn't going to let Blake get away from him this time.

(James and Weiss)

The duo were seen running through a dim, debris-filled hall as SHIELD Agents were seen moving with purpose. "Find engine three. They reported that it's shut down, so were going to have to fix it. I'll meet you there." Weiss said as she looked to James.

"Got it." James said as he ran off to meet Weiss at the designated meet point.

Weiss was left alone as she began to enter a storage tech room and pulled out her scroll and pressed a button opening the container here. From there her Iron-Heart armor was seen as she made her way torts it. She then pressed another button and in turn activating the armor in question.

(With Blake and Forest)

The duo were in the dimly lit room as Forest was doing his best to hold back the rage and with it the Hulk. "Professor you have to focus you need fight it this is exactly what Cinder wants." Blake said as Forest was transforming as they spoke.

Just then All of a sudden Two MAINTENANCE GUYS run in. "You guys hurt?" They ask down from the hall way. Blake saw them and waved at them to leave which they got the message and ran for it knowing what was coming next.

Blake then looked back to Forest before she continued what she was saying. "We're gonna be okay. Right? I swear on my life I will get you out of this, you will walk away, and never ever…" Blake began but Forest cut her off.

"GIVE HER WHAT SHE WANTS!" Forest yelled as Blake was surprised by this. "The Hulk trusts you…." Forest said as he in turn began the transformation into the familiar big green friend.

Blake didn't know whether to be hopeful or terrified at what was coming as soon Forest stumbled away as his form began to change. Blake tried to get free as she knew Hulk was coming. Soon the transformation was complete as the Hulk was out once more thanks to the Gama in Forest bloodstream being ignited with rage.

Hulk roared out as he was very much ticked right now. He then looked over to Blake and saw her pinned before moving in. Before Blake could get a weapon Hulk to her joy punched the debris off her and set her free. Blake was surprised and happy that Forest words held truth here.

"Blake Ok?" Hulk asked as he looked down on Blake.

"Yeah I'm fine Hulk." Blake said as Hulk nodded to his puny cat friend here.

"White Fang are attacking we need to stop them." Blake said as she heard the communications.

Hulk nodded as he knew what to do. "Hulk smash fangs Blake help Avengers." Hulk said as Blake smiled to Hulk who smiled back. Hulk then roared out and starts smashing his way to a bigger spot to find the White Fang in the Heli-Carrier.

(Main Command Deck)

Fury was seen running up to the main console already barking out orders for his crew. "Bring the carrier to a one-eight-zero south. Take us to the water." Fury ordered as he looked to his crew.

"We're blind. Navigation re calibrated after the engine failure." A random agent yells to him as Fury rolled his one good eye to this.

"Is the sun coming up?" Fury asks as he looked to the unnamed agent.

"…Yes, sir." The agent said after he briefly looked to the sun in question.

"Then put us on the left. Get us over water. One more turbine goes down then we drop." Fury states with authority as already his crew was getting to work on his orders.

(Meanwhile over with James)

James arrived at the damaged engine as he let some of the crew members through who were carrying an injured member. "Weiss!" James called out into his earpiece as he looked for Weiss. "Weiss I'm here!" James called looking for his fellow Avenger.

Just then Weiss flew in while in full Iron-Heart armor. "Good. Let's see what we got." Weiss said as she then began to examine the engine, with her suit scanning through the different levels of machinery. "I gotta get this super conducting cooling system back online before I can access the rotors, work on dislodging the debris." She said to herself inside her helmet. Weiss then proceeded to push a piece back into place before looking to James. "I need you to get to that engine control panel and tell me which relays are in overload position." Weiss said while she was pointing at the panel in question.

Weiss then flew over to another hatch and in turn tore it open before flying in. James meanwhile had jumped and swung himself over to the control panel and opened it up while Iron-Heart worked on the engine.

"What's it looks like in there?" Weiss asked in his earpiece

James not understanding any of the blinking light simply had no idea how to respond. "It seems to run on some form of electricity." James said as Weiss heard this.

(Weiss)

"Well, you're not wrong." Weiss said as she saw this.

(James)

"Let me see." Blake was heard as James looked and saw Blake had arrived. "Yeah I can help." Blake said as she knew what to do.

"Blake good talk to me." Weiss said as Blake nodded and looked through the panel for the relays in question.

(With Hulk)

White Fang Soldiers were with Mercury and Emerald as they were looking for Cinder. "Jeez this place is huge." Mercury said as Emerald rolled her eyes.

"What wanna join SHIELD?" Emerald asked as Mercury thought about it.

Just then Hulk was heard roaring as the group looked and saw Hulk behind them. "Oh no." Emerald and Mercury gasped as Hulk glared at them.

"Hulk smash!" Hulk roared out and clapped his hands together causing a shockwave to occur blasting them all back.

"You guys have it handled here!" Emerald called out before she and Mercury began to run for it.

Hulk charged at them as the Fangers panicked and began firing only to piss Hulk off more. In turn the White Fang Members were smashed by the rage of the Hulk.

(Torunn and Francis)

"This way!" Francis called out as she and Torunn made their way to Cinder's cell.

"On it." Torunn called out as she quickly called forth her sword while running through the hanger area. The result was Torunn's sword flying straight to her waiting hand before she charged forth.

They ended up fighting through as White Fang Members began to show up until they ran into Mercury and Emerald. "Finally something good to beat." Mercury said as he glared at Francis.

"Bring it." Francis said as he notched an Arrow forth. Emerald saw Torunn and quickly ran for it as she use her Semblance to trick Torunn fast. Torun ended up hitting a wall as Emerald's illusion made her see something not there and change her path fast.

Emerald took her head start and ran hoping to beat Torunn to Cinder's cell. Torunn regained herself and began chasing after Emerald to Cinder's cage.

(Back with Weiss)

Iron-Heart finished blasting her way to the engine through debris with her uni-beam. She began to look over the propellers and saw all the debris in the way. "Weiss the Relays are intact." Blake said as Weiss was hoping for that outcome.

(James and Blake)

"What's our next move?" James asked as he secured the panel.

(Weiss)

"Even if I clear the rotors, this thing won't re-engage without a jump...I'm gonna have to get in there and push." Weiss said as she saw what needed to be done.

(James and Blake)

"Well, if that thing gets up to speed, you'll get shredded!" James said as he knew that would be painful in which Blake even agreed here.

"No she won't look!" Blake said as she pointed to a red lever nearby. "If we use that we can stop the roaders long enough for Weiss to get out." Blake said as Weiss heard this.

"Good head over and wait for my word." Weiss said as in turn James and Blake jumped over to the lever and got ready to pull it when told.

(Meanwhile at the Heli-Carrier Command Deck)

Fury was seen shooting his gun off on White Fang Members who were trying to break into the command deck. He knew if they were going to use a virus then they had to be ready for it. As the SHIELD agents tried to hold the line they had to keep the Heli-Carrier in the air or at the very least have it crash somewhere where it won't cause harm.

"We basically got a Trojan Horse in the brig." Fury said as he and Hill got to cover while shooting at White Fang Members making their way inside the ship.

"We need to hold the line here sir." Maria said as Fury rolled his eye in response to this.

"I know!" He called out as he fired his gun off at another Fanger trying to get in.

(With Hulk)

Hulk was at a window area as he was smashing his way through the White Fang making sure not to kill them just hurt them. As he did so he failed to notice outside a Stolen Shield Jet flying in. As it hovered in position the Fanger saw what he was about to do but knew it had to be done.

He then pulled the trigger on his controls and began shooting at Hulk. After the first volley managed to break through the window Hulk glared at it and got angry. Hulk roared in fury and charged at the Fang Piloting the stolen jet and in turn the pilot lost control of the jet. Hulk began to tear the jet apart as he was going to get the White Fang Member inside it who was currently panicking.

He then pulled the eject button but before he could fly away Hulk grabbed him and threw him aside. As he fell the parachute activated as Hulk roared at him. Just then the jet exploded as Hulk was then falling to the ground roaring in fury.

(Back Iron-Heart)

Iron-Heart managed to use a laser beam to cut her way into the propellers as she knew if her friends weren't fast enough she was probably going to end up as ice cubes after this. Unaware to Weiss James and Blake were about to be preoccupied with something else right now.

(Over with James and Blake)

James and Blake were in position as they saw two White Fang Troops walk in. Blake then saw one of them throw a grenade opting her to jump and hit it as it exploded in the sky below them. James then jumped in and kicked down the White Fang Member. The two had a brief fight before James ended up tossing him overboard as he cried out in shock and horror.

Of course Blake mentally sighed in relief as she saw the White Fang Member deploy a parachute to ensure a safe landing. The two then saw another one come in opting James to pull out Widow Magnum and fired it off at him. Blake then saw it became a Gun Fight before she charged in and managed to take him down with ease.

The two quickly regrouped as James was catching his breath from this. "Hello my love." A new voice familiar to Blake was heard as she went wide eyed and looked to see Adam Taurus standing there.

"Oh boy." James said as he knew the fight wasn't over yet.

(Heli-Carrier Command Deck)

Emerald had made a small detour from Cinder's cell and had went to the command deck. She quickly threw a Grenade in as in turn smirked when it went off. People panicked but Emerald wasn't done just yet as she dropped another one with it. Once she got in she slid pass a plug port and inserted a device into it. Fury saw this and began firing only for Emerald to jump and move out of the way while returning fire. She dropped a flash bang fast and in turn shielded her eyes as it went off.

Emerald managed to escape as Fury saw this and knew he had to hold the line here. "Power lost to Engine one!" An agent called out as Fury was wide eye at this.

"Shit." Fury cursed as they had to hurry or they were all dead. It got worse as the Heli-Carrier began to tip and began an uncontrolled free fall with only the last two engines working to keep them from coming in like the twin towers. "That illusion girl just took out Engine 1 and she's making a bee-line for the detention block." Fury said as he hoped anyone was listening right now.

(Francis)

Francis dodged another of Mercury's attacks as the two glared at each other ready to rumble. "Assassin training from dad?" Hawkeye asked as he looked to Mercury.

"Yeah you?" Mercury asked as Hawkeye shrugged.

"Started as that then it became survival training, from dad." Hawkeye said as Mercury then smirked in response.

"Then let's see whose drunk father was better." Mercury said as just then he had to dodge more arrows from an angry Francis.

"You talk about my father like that again and I will punch you in the face." Francis said using the same threat he used against James who made a similar insult to his father.

"Well then let's see!" Mercury said as he then charged only to cry out as he fell down. He looked at his legs and was shocked to see Arrows sticking out of them that caused them to clamp up.

Hawkeye smirked and walked over to Mercury and patted his cheek. "Better luck next time sport." Hawkeye said before kicking Mercury's face and knocking him out. "Ok I'm done here heading for green, tan, and strange." Francis said into his ear piece before going after Emerald himself.

(With Iron-Heart)

Iron-Heart was now in position as she got ready to push the propellers for the engines much needed jumpstart. "Schnee we're losing altitude!" Fury was heard as Weiss heard him.

"Yes I've noticed Director." Weiss said as she knew they had to hurry things up. In turn Iron-Heart began to focus power to her thrusters as this in turn allowed her to use her suits ability to enhance her physical strength to push the propeller. It grinded and created sparks from the grinding as it was being pushed for the jump start needed here.

(James and Blake vs Adam)

The two super Soldiers glared at the White Fang Leader as he glared back at them. "Black Widow a name that's been going around." Adam said as he glared at Blake. "And Captain Vale the humans best of the best." Adam said with venom in his voice.

"So I'm told." James said as he glared at Adam.

Blake then grit her teeth and aimed the widow bites at Adam with a heated glared. "Only chance Adam turn yourself in now!" Blake ordered as Adam them glared at her.

"Sorry my love but that won't happen." Adam said as James and Blake figured as much.

In turn James fired his gun at Adam who used his sword to block the attack as James saw how the blade glowed with each bullet hit. Blake joined in as she fired her Widow Bites opting Adam to use his sword completely to block the shots. Blake was charging while firing as once she got close she jumped off the wall and tried to kick him. Adam of course managed to stop it but not without injury of a minor sort when Blake spin with the momentum and slammed her other foot to his face. Adam was knocked back as James came in and shot at Adam before going for his sword. The blades clashed as James had once more saw how it glowed with his crimson hair from the shots and in turn got an idea to beat him.

Like how the Yang-Buster uses Yang's own semblance against her James knew to use Adam's own Semblance against him. In turn James jumped back and began firing at him as he was focused on conserving his own Aura for his own Semblance. Blake used her sword and began duel wielding against Adam as he slashed and blocked her attacks. Blake jumped back and fired her weapon in gun mode against Adam.

Adam of course blocked them all with ease. James then flung his Aura Shield at Adam who was hit by it and knocked back opting him to glare at James. "You've gotten stronger my love." Adam said as he glared at Blake through his mask.

"Super Soldier Serum long story." Blake said as any fear she had against Adam was either gone or well hidden.

"So that makes you brave then against me?" Adam taunted only for James to slide in and bashed Adam with an Aura Shield.

"No just made it more evident she's better then you and better off without you." James said as Adam glared at James.

"Shut your trap you impudent human mongrel!" Adam called out as he was about to slash down on James who then jumped away and fired Widow Magnum at him.

"Oh I'm a mongrel and Blake's a traitor in your eyes I'm sensing some hypocrisy here." James said as he glared at Adam which Blake heard.

"Hypocrisy?! Blake and I were going to exact justice upon your kind and put the Faunus on their rightful place in this world!" Adam roared as James heard this.

"And that rightful place is Faunus over Humans with no equality what so ever?" James asked as he smirked at Adam. "To me sounds exactly what a human you claim as evil would say here." James said as Adam heard this.

"Did you just compare me to a human?" Adam asked as his voice was calm but dripping with rage.

"Yeah I did because what you're doing is no different then what Humans did to you and other Faunus." James said as Adam was seeing red after what James just said.

Adam then roared in rage but then began blocking James' attacks with his sword as he and Blake began to fire upon him while he charged at them. The two in turn opted to keep their distance firing at Adam as he blocked and returned fire on them trying to get close to the duo.

In turn James and Blake with swords drawn charged at Adam who began to sword fight the two as James and Blake managed to keep Adam on his toes. James dropped down and slid his foot under Adam allowing Black to kick him in the mid-section knocking him down. When the two had him pinned Adam responded by shooting his sheath at them forcing the two back once he had his sword again. James and Blake once more fired off their guns as Adam blocked them charging his semblance further.

James then jumped off the wall and kicked Adam allowing Blake room to jump in and punch him in the face. James then went for Adam's midsection and began punching it multiple times as Adam wasn't given room to counter. Blake flipped over and grabbed Adam by his stomach before pulling a duplex on him.

Adam quickly got back on his feet as he glared at James and Blake. "Face it Adam you can't beat us and your vision for the future is being beaten by Blake's." James said as his plan hinged on Adam right now.

"Not its." Adam began only for Blake to fire her gun off at him forcing him to block with his sword fast.

"Face it Adam I may have feared you before… but with the Avengers I don't fear you anymore. Your nothing but pathetic and weak willed wanting to blame everyone for your problems." Blake said as she glared at Adam whom she saw as mentally unwell especially after he got that scar on his face. "Your nothing Adam just a child and I've outgrown you." Blake said as James then glared at Adam.

"Now give up." James said as he glared at Adam holstering his gun at him. "We won't give you a third chance." James warned as a part of him hoped Adam would make the right choice and turn himself in.

"No… I won't… I won't be beaten by you. James Rogers… Captain Vale… Blake my love." Adam said as he then got ready to use his semblance. "DIE!" He roared out after charging enough and in turn slashed out. James of course activated his semblance and shielded Blake behind him. Slash met shield as the two created a spark of light between them as the grinded against each other. Soon Adam was once more left wide eyed at his semblance being beaten before Blake jumped over James and went at Adam. She then uppercut Adam so hard his mask came off and clattered to the ground nearby. Adam held his jaw but slashed at Blake who left a double in her place for Adam.

"Was that all you got?" Adam asked as he glared at them. "You barely hit me!" Adam yelled as James smirked to him.

"No but you did." James said as Adam was confused for a moment.

But then that confusion turned to horror as Adam looked and was shocked at what he saw which was, damaged tech sparking about. In turn it went off sending him flying back hard as he cried out in pain. But then as if a cruel fate James did not intend Adam saw Fire Dust being spilled and near an actual fire to boot. Adam was wide eyed as he was then hit face first with an explosion of flames causing him to roar in pain as even his crimson hair was on fire. His horns fell from the abuse as Adam held his face in pain from the burns.

"Adam!" James cried out as he tried to help Adam seeing what he did. Adam's revealed eye glared at James for a moment before he roared out and slashed James away. Adam then made his escape while holding his face in unbearable agony roaring in pain all the way. James got back up to give chase but Blake then stopped him.

"No we have bigger problems right now." Blake said to which James understood perfectly. In turn the do began to make their way back to the lever to help Weiss before she got horrifyingly shredded.

(Meanwhile over with Torunn)

Torunn arrived at the Cell Blocks to see Cinder getting out as Torunn panicked. "NO!" Torunn called out before charging in to push her back in. But instead Torunn ended up phasing through Cinder who vanished. Torunn got up in a panic and looked to see Cinder outside as White Fang Troops helped locked Torunn inside.

"Huh I can see why my father liked using that on Thor." Cinder said walking forward and smirking at Torunn. "Like Father like Daughter on both counts." Cinder taunted as Torunn glared at Cinder.

(Over with Francis and Emerald)

Francis had an arrow notched up as he started seeking out Emerald. Emerald was of course hiding in the pipes as she saw Francis looking for her. She luckily had her Semblance at hand and seeing as he was alone Francis was ready for it. Emerald can mess with his sense of hearing and sight and with them his mind. He needed to be ready for it as he then heard movement and aimed. He saw nothing there as he then fired the blank arrow regardless. He heard footsteps and fired once more this time with an arrow that shot out pellets. This in turn caused Emerald to cry out as she appeared.

"Got you." Francis said before Emerald fired her weapons at him with a war cry. Emerald then send the chained blades at Hawkeye only for him to grab it with his arm and pull her close and pinning her to the railings. "Don't think I'm afraid to hit a girl." Hawkeye said as Emerald roared out and stomped his foot and got him off her.

Hawkeye jumped back and fired arrows off on him as Emerald use her semblance to mess with his mind. But of course it failed as one of the arrows was a stink arrow that got Emerald on the sting causing her to gag. "If I can't see or hear you… I'll just smell you." James said as Emerald saw what he did.

"Dammit." Emerald before using her chain swords to swing below the railing and make a break for it. Hawkeye aimed his arrow at her before lowering it as they still needed to find the cube and she may know where it is.

(Back with Torunn)

Torunn roared out slamming her fist to the glass causing it to crack and in turn the cell to shake in response ready to drop. Cinder chuckled as she began to walk to the panel as she memorized the codes Fury had put in it. She smirked to Torunn as she got ready to drop her down to her death. "People believe Gods to be immortal?" Cinder taunted as she smirked to this.

"Let's see if that's true." Cinder said ready to drop Torunn to her doom.

Just then the White Fang Member was heard being knocked out as all eyes went to a new arrival here. "Step away now!" Came a familiar voice as Torunn and Cinder looked to see none other than Maria Hill holding a large weapon.

Cinder began to ease back a bit as she saw the weapon pointed at her sensing something about this. "Just so you're aware Cinder… SHIELD knew about the Maidens so in the event someone with less than innocent intent got the power we had weapons made to counter them. This is one of those weapons." Maria said as she glared at Cinder Fall AKA The Goddess of Death Hela. "Funny story though we never really got to study a Maiden to make a working prototype until you attacked Amber… so in all honesty even I don't know what it does." Maria said as she then primed the weapon. "Let's find out then shall we." Maria said but before she could respond she was stabbed from behind as she cried out in pain.

"NO!" Torunn said as she saw the Cinder at the control panel vanish like an illusion.

Maria fell to the ground heart as she, grit her teeth through it. Cinder walked by holding her returned Scepter now stained with Maria's blood as she smirked a bit. Once Cinder was back at the control panel with Torunn glaring intense hatred torts her she opened the hatch below allowing the air to roar about around them.

Torunn knew she was basically screwed but she wasn't going to give up without a fight. Torunn was ready for what was to come and in turn Cinder smirked and pressed the button causing the cell to fall down the hatch to the ground below.

As Torunn fell she tried to go for the crack she had made but with the cell spinning around she couldn't get a proper shot at it. She then landed on the non-cracked glass opposite to the cracked one and got ready. She only had one shot at this and had to make it count so with this in mind she pushed herself off and hit the crack with her sword pointed at it. The result was Torunn crashing on the ground outside it losing grip of her sword.

(Back with Cinder and Maria)

Cinder smirked as she scoffed before taking her leave. "So much for family." Cinder said as she began to take her leave of Torunn.

"You're going to lose you know." Maria said as Cinder glared at her. "It's in the nature of all tyrants the nature of everyone with visions of power and grandeur." Maria taunted as Cinder smirked in response to the injured SHIELD agent.

"Well your heroes are scattered, the Heli-Carrier is falling around you… where is my disadvantage?" Cinder asked as Maria then smirked to the Maiden.

"You're not paying attention." Maria said as cinder was confused.

"What?" Cinder asked but was then blasted by the Anti-Maiden weapon causing Cinder to crash through the wall.

"Huh neat." Maria said as she saw what the weapon did and waited for a medic to arrive.

(Meanwhile back with Iron-Heart)

Weiss was heard roaring out as she kept on the power as she tried to get the jump going. With a mighty roar she could already tell it was working as the pressure she had to apply became less and less. IT was almost at top speed now as Iron-Heart knew it was time to get out fast.

"James, Blake lever now!" Weiss called out as she tried to move.

(Back with James and Blake)

"We're going to need a minute!" Blake called out to her ear piece as James was firing his weapon off at a White Fang Member who had some cover. The White Fang Member fired his gun off again as he tried to keep the two from the level in hopes of killing off Weiss.

Just then an arrow flew in creating a foam shield as the duo looked and saw Francis there. "Go! Go!" Hawkeye called out as the two nodded and got moving. James then got his hands linked as he was going to give Blake a boost up.

(Weiss)

As Weiss kept the pressure up she soon lost grip as the propeller was now spinning on its own. She was then up against the opposing Propeller as that was not a good sign for her at all. "Oh dear." Weiss said as she knew what was coming next here.

In turn Iron-Heart got stuck between the propellers as her armor was taking a lot of damage from it.

(Back with James, Blake, and Hawkeye)

Blake ran at James and thus had her foot on his hands before he boosted her upward to the lever. Blake landed on the ramp with Hawkeye providing cover before she grabbed the red lever and pulled it.

(Iron-Heart)

Iron-Heart was free as her armor had sustained damage but nothing she couldn't handle when fixing it later. Her boosters were flashing on and off but she ignored it for the current job at hand. So with a target in mind Iron-Heart flew to where she left James and Blake at and proceeded to bash the White sole Fang Grunt down knocking him out cold.

Iron-Heart flipped off him with her suits lights flashing on and off as the other three Avengers sighed in relief.

(With Cinder's group)

Adam was on a gurney as his face was covered in bandages and gauss with Mercury and Emerald sitting next to Cinder. The stolen drop ship was flying off as Cinder growled a bit with the closing doors cutting off the light.

(Back with Maria Hill)

Fury ran over to Hill and saw medics tending to her as she smirked in response to this. "Sorry boss stole the new toy." Maria said as Fury looked to her.

"Come on don't clock out on me." Fury said as he looked to his second in command.

"Not planning on it." Maria said but hissed in pain a bit. "But if this doesn't get them to work together… then it's my dying or nothing." Maria said as she wasn't planning on dying anytime soon here. But she did plan to sleep for a minute as the medics were already healing her as best they could. They then nodded to each other and began to carry her to the medical ward to use better equipment. Maria was very lucky just then… but with a Semblance like hers… only the mutant Domino can match her luck.

Fury of course saw this and knew they took a big hit today. Cinder got away with both the scepter and now she has the cube. The only question remained was if Cinder will be able to actually do it and drive the Kingdoms into total chaos with her army. But Fury knew those kids faced similar odds before and still came out on top, Graviton and Ultron are among those odds. It's time to add Hela to the list as well because Fury was banking all his chips on the Avengers coming out on top. And if not… well they will Avenger Remnant instead.

(TBC)

ESKK: Well here we go new chapter is done. I hope you all enjoyed it and leave a review while leaving and remember as always all you true believers excelsior!


	28. Chapter 27 Assemble!

Next Avengers Heroes of Remnant

ESKK: Well here we are close to the end that you can almost taste it. Now then don't mind me folk and read my fic, excelsior!

(Start)

*Insert Tsukiyabureru Time to Smash by TM Revolution

-Nemuru omoi atsumeta asu ga hayaku hoshii-

The Opening song began with a burst of energy as it began to show the crests of each Avenger as it began with James shield being thrown through the screen and was followed by his image. James image had a back image of Captain America as it was clear James was his legacy. The same effect began to happen with the others with differences as Torunn was next with her sword being raised and thunder bursting out from it, next was Weiss and Tony Stake AKA Iron-Man as the two were seen back to back as Weiss looked annoyed while Stark in his youth looked as cocky as ever. Next was Forest and Hulk as the two were seen to be at odds with each other yet still unified under a common goal. Next was Blake and Natasha Romanoff AKA the Black Widow as the two were smiling and shaking hands with each other. Next up was, Francis as it showed him and his far notching up an arrow to fire off side by side showing the family resemblance. Then it was Pym, and his parents as the two smiled to each other with Hank having a hand on his sons shoulder and his wife hugging her son, close.

-Yobiatta hikari o zenbu tokihanatsu toki matteru-

The image was then followed up by Ruby and her mother as the two Marvel Roses high fived each other. Then it showed Azari and T'Chala as the two fist bumped. It began to scroll through the others with Penny and the Vision, Jaune and Rhodes, and finally Nora with Mjolnir.

-koumyou ni uragaesare gomakasareru mitai da

Sekai wa mou kantan ja nai midaredasu byouyomi-

The images began to show each of the Avengers in battle of sorts as they were either training or fighting crime. James with his shield, Weiss with her armor and Glyphs, Torunn with her sword and Asgardian strength, Hawkeye with his bow and arrow, Blake and her Widow gear, Hulk and his unstoppable power. It then moved onto the others as it began with Ruby as Ms. Marvel while holding her mother's Captain Marvel Helmet almost seeming ready to put it on, then it was Jaune in the War Machine Armor ready to fly off into battle, following him up was Nora who had Mjolnir ready for battle, then came Penny as the Vision who phased through the wall and fired a laser from her head.

-houchi shite yamanu sunuuzu no (Break it, time to SMASH!)-

The screen then showed Cinder as she then transformed into her true form as Hela before swiping her scepter that held the Mind stone to show her army the Chitauri and the Grimm.

-Setsubou ni yatto kizuku furi-

The screen then showed all the Avengers as well as the Huntsman like Qrow and the Vytal competitors. It then showed a portal opening in the sky and from it the Chitauri were seen pouring in as James and Ruby saw this. The two then nodded to each other and in turn charged at the foes as Hela leading the charge herself sent forth her Chitauri and Grimm. When the two forces clashed a huge burst of light was seen as it obscured the image in light for a moment.

-Nemuru omoi atsumeta asu ga hayaku hoshii yobiatta hikari o zenbu tokihanatsu toki matteru-

The screen began a montage of each primary Avenger in action going in the order of James, Torunn, Weiss, Francis, Blake, and the Hulk.

-hitori ja nai no o yakusoku to iu nara

Shinjikitte nozomu kodou ga yurusarete eru mirai o-

The song was approaching the climax as it then showed the 'Mighty Avengers,' as first it was Ruby, then her sister Yang as Yang had some help from a man with a red star on his own prosthetic limb, then came Nora with Mjolnir, then was Penny again taking out multiple Grimm and Chitauri, up next was Jaune in the War Machine armor firing off missiles at the Grimm, and surprisingly topping it off was Ren who was accompanied by the image of a woman with weapons akin to wings.

It began to climax as the two groups of heroes gathered together and then saw Hela who was accompanied by the image of Salem who had the Infinity Gauntlet and in turn they charged head first to her.

-Tsukiyabureru!-

When the Charge finished the Avengers were seen standing in the void of the God of Light before it change to the view of Avengers Tower as the opening came to an end.

*End OST

(Start Heli-Carrier Command Deck)

The Avengers were gathered in the meeting area of the command deck as it was down to Blake, Weiss, Francis, and James. After Cinder scored a victory the group was feeling pretty shitty about it. Not only has Cinder one upped them but whether she knows it or not has two of the Infinity Stones in her possession right now. Just thing they saw Nick Fury walk in as he looked to the group. "Good news is that Hill is going to live." Fury said as he looked to them.

"What's the bad news?" Francis asked as Fury then put a file down on the table.

"Bad news she's going to be out of commission for a while to recover and that's not the end of it." Fury said as he then went on to the other stuff. "We're dead in the air here communications, location of the cube and scepter, Forest, Torunn; I got nothing for you." Fury said solemnly as he looked to them. "You know I'd give me one good eye to make reality something I've been banking on… or at least stop SHIELD from what it was doing." Fury said as he walked to the side a bit. "Yes SHIELD was going to build an arsenal with the Tesseract and the Maidens." Fury said while he then slid the files over to the Avengers who saw them. "But…. I never put all my chips on that number because I was banking on something both riskier and better." Fury said as he looked to the Young Avengers.

"Stop me if you heard this before but there was an idea call the Avengers Initiative." Fury said as he walked around. "The idea was to bring together a group of remarkable individuals to see if they can become something more." Fury said as everyone paid attention even if they didn't show it. "See if they can work together when we needed them to. So they can fight the battles we never could." Fury said as he looked to them.

"Ozpin and I have been close friends for a long time longer then even Qrow knew him and despite all of our disagreements I can at least count on him to have my back when I need him." Fury said as he looked to them. "Summer Rose little Ms. Ruby Rose's mother was the inspiration for this idea. And right now Hill is in the medical bay recovering because she believed in this idea." Fury said as he then looked to all of them. "In heroes." Fury said before Weiss stood up and took her leave of the room.

Fury despite this sighed as he saw this and then noted Blake and Hawkeye leaving as well leaving only James behind. "Well it's an old fashion notion." Fury said as he saw them leave the room.

(With Torunn)

Torunn walked across the field outside the Kingdoms as she made sure to avoid the Grimm roaming around the boarders. She kept walking until she found her sword stabbed into a stone and gave it a deep look. Torunn reached to grab it but stopped as she began to clench her fist to this second guessing herself.

The last time she felt this weak was when she fought the Ultrabots in Ultra-City who made her question her own immortality and destroyed her self-esteem. Torunn was hesitant to pull the sword again wondering if she was still worthy of it. She looked to the sky wondering if her father was listening and if he could give her some strength to fight on.

(With Forest)

Forest began to come to as he saw he was in rubble and butt ass naked as he was confused. Just then a new voice was heard as Forest heard him. "You fell out of the sky son." An old man said as Forest looked and saw a familiar old man with orange tinted glasses.

"Did I hurt anybody?" Forest asked worried he caused harm.

"Nobody around here to get hurt." The man said as he looked to Forest. "You did scare some pigeons nearby." The man said as he looked to Forest.

"Lucky." Forest said as the man looked to Forest.

"Or good aim or maybe fate." The man said as Forest heard him. "You were awake when you fell." The man said as Forest saw this.

"You saw?" He asked as the old man nodded.

"The whole thing, fell through the ceiling big and green and buck ass nude." The old man said as he then passed down some clothing for him. "Didn't think those would fit you until you shrunk back down son." The man said as Forest nodded.

"Thank you, I never got your name." Forest said trying to be polite.

The man smiled as he looked to Forest. "Stan Lee." Stan said as he looked to Forest.

"Thank you Mr. Lee." Forest said as Stan nodded to him.

"Just call me Stan son." Stan said as Forest nodded. "So you have somewhere you need to be?" Stan asked as Forest was confused by this.

"You're not going to ask about my um condition?" Forest asked as Stan shrugged in response.

"Hardly when you live as long as I have you see a lot of crazier things and a giant angry green man doesn't even make the top 10 not even the top 20." Stan said as he looked to Forest. "So do you have somewhere you need to be?" He asked as Forest then sighed as he finished getting dressed.

"You know I'm not even sure at this point. I dumped the love of my life to protect her and even though I know where I can do the most good it's also where I can do the most harm." Forest said as he looked to Stan.

"Well if you ask me sometimes that's where you need to go." Stan said as he and Forest began to walk at Stan's guidance. "See in my time I always believed the measure of a true hero isn't about the power, the fancy gadgets, or even the origins but, it's how they act how they treat people and what they do to help others." Stan said as he looked to Forest. "We can all be heroes in our own lives but in the words of a famous spider with great power comes great responsibility." Stan said as he smiled to Forest when they arrived outside to show the City of Vale from the docks.

"I… don't understand." Forest said as Stan smiled in response.

"I figured… see a world of heroes it's a reflection of the world around us. The world may change and evolve around us but the one thing that will NEVER change is the tales of heroes and how they are told. The representation of a true hero regardless of race, gender, religion, or the color of their skin." Stan said as he looked to Forest. "But in a world of heroes the only thing we do not have room for is hatred, intolerance bigotry, and hypocrisy." Stan said as he looked to the teacher. "A man you see walking down the street he's your brother, the woman you see at a diner she's your sister, that kid walking to school hell he may have the strength of a spider, and the woman you love for all we know she can be your wife one day." Stan said as Forest paid attention to him.

"We're all part of one big family and we all come together and forge these heroes be they young teenagers to the seasoned of soldiers." Stan said as Forest was actually feeling inspired by what Stan was saying. "If you have the power then use it save the world or save one guy because in the end the measure of a true hero is the good they do for others and the morals they stick by." Stan said as he looked to Forest. "So where do you need to be son?" Stan asked as Forest looked to Stan.

"Avengers Tower." Forest said as he knew what he needed to do now.

"Well then I can't offer much except my ride." Stan said as he gestured to a bike nearby. "The old Junker has seen better days but it will get you where you need to go." Stan said as Forest nodded to him.

"Thank you Mr. Lee." Forest said as Stan nodded to him.

"Now go be Incredible and go above all that you are lad as it falls to one word, excelsior." Stan said as Forest then headed to the bike as he had a fight to get to.

(Back on the Heli-Carrier Blake and Francis)

Blake and Francis were overlooking the window to the sky outside as Blake sat with her knees to her chest and Francis leaned on the wall quietly watching on. "Well this sucks." Francis said as Blake heard him.

"Yeah kind of does." Blake said as she felt… hollow yet in a good way when she took down Adam. But no doubt his face was scared for life now as she could still hear his screams from the event.

"Was he a stalker?" Francis asked as Blake looked to him.

"He is… was my mentor when I was in the White Fang. We were partners at least until he and the Fang started to change." Blake said as Francis nodded to what she was saying. "He started killing first time he said was an accident, second time he said he didn't have a choice, and after the third time I started to believe him when he said it was for the greater good." Blake said as she sat there with Francis. "When I left… I feared him I was scared that he would come after me because all I've ever done is run away even my semblance is a reflection of that." Blake said as Francis smiled to that.

"Running away huh." Francis said as he looked to Blake. "Before I met the bozos who I work with I led a group called the Scavengers. We ran away a lot to survive under a tyrannical rule. I thought no I believed that there was no beating him after it killed my dad figured they were all going to die one day and in the end it was pointless." Francis said as Blake listened to him. "That was until I met the mentioned bozos and I was filled with a sliver of hope that we can beat him and that sliver was all I needed to save them and help turn the tides." Francis said as he smiled to Blake.

"The point I'm making is to change things all you need is the smallest sliver of hope because as long as you hold onto hope… fear will never win out." Francis said as Blake smiled to him.

"I'm hoping we can find Cinder before it's too late." Blake said as she got back up as she looked to Francis.

"Oh we will because at this point she's pissed off everyone from Vale to Mistral." Francis said as Blake couldn't help but agree with him on that.

(Meanwhile with James and Weiss)

James and Weiss were at Cinder's old cell as James leaned on the wall looking to Weiss while Weiss looked to the hatch below them. "How are you holding up?" James asked as he looked to Weiss with some concern.

"I've been better." Weiss said as she looked deep in thought over all of this.

"Yeah Maria Hill seemed like a good person." James said as Weiss then looked to Forest.

"She was an idiot." Weiss said as James was surprised by that comment there.

"What for believing?" James asked as Weiss rolled her eyes.

"For taking on Cinder alone." Weiss corrected as she began to walk away a bit.

"She was doing his job." James defended as he walked over to Weiss.

"She was out of her league. She should have waited or something." Weiss defended her opinion but James had a counter argument.

"Sometimes there isn't a way out Weiss." James said as Weiss rolled her eyes to this.

"Right how did that work for her exactly?" Weiss asked as James saw this. "And before you ask no I don't plan on marching to Furies Fife." Weiss said as she glared at James.

"Neither am I but Fury has as much blood on his hands as Loki and Cinder does, but right now we have to put that behind us and get this job done." James said as Weiss gaze went over to where Hill had fallen. "Now Cinder needs a power source if we can put together a list." James began but that was when it struck Weiss as it followed lines akin to Ruby's train of thought.

"She made it personal." Weiss said as James rolled his eyes to her.

"That's not the point Weiss." James said but Weiss disagreed with James.

"No that is the point its Cinder's point." Weiss said as she looked to James. "She hit us where we lived, why?" Weiss said as James started to see where Weiss was going with this.

"To tear us apart." James said as Weiss agreed that would be a good plan.

"Yeah, divide and conquer is great but- she knows she has to beat all of us to win, right?" Weiss as James began to see it now. "That's what she wants. She wants to beat us, she wants to be seen doing it. She wants an audience." Ruby says walking towards the dent as Weiss wasn't done. "See we've been getting in her way since day 1 back when Ruby got in the way of Roman's Dust Robbery, since I got Adam arrested we've been standing in her way and we didn't even know it at the time." Weiss said as James began to see where Weiss was going with this.

"Right. I caught her act in Atlas." James said thinking about Loki's speech back when they were in Atlas.

"Yes but those were all just previews." Weiss said as she put the pieces together at long last. "But this is opening night and Cinder in the words of Yang has gone full tilt diva." Weiss said as she walked a bit. "She's going to want flowers, she wants parades; even monument built to the sky with her name plastered…" Weiss trailed off as then it hit her like a ton of bricks as she realized where they were. "THAT BITCH!" Weiss yelled as she realized Cinder has crossed a line. You can mess with her life, mess with her tech, and hell mess with her armors but NO ONE messes with THAT of all things.

(Avengers Tower)

Cinder, Mercury, Emerald, and Loki were seen at Avengers Tower as already they were setting the portal up to open the path way for them. Cinder held the scepter as Loki smiled sinisterly observing the event play out. Cinder's eyes began to glow with the Maidens power as she now had everything she needed for this. The Chitauri would attack and in turn the panic would attract the Grimm and with it both Vale and Beacon would fall to her power.

(Meanwhile back on the Heli-Carrier)

Blake and Francis were both seen working on something as Francis was making sure all his Arrows were ready for when they were needed. Blake meanwhile was sharpening her sword on a whetstone making sure that she was also ready to fight when needed most. Just then James walked in as he looked to the duo. "Guys suit up and make your way to the Quinn Jet." James began as he got their attention. "We found Cinder." James said as he then looked to Blake.

"We getting everyone on board here?" Blake asked as James nodded to her.

"Yeah the Quinn Jet should have better communications once it's in the air." James said as Blake nodded and in turn they started getting ready for battle.

(Torunn)

Torunn griped her fist and then grabbed her sword. Thus like Arthur pulled the sword from the stone and summoned her powers as her Gold Asgardian Armor began to form on her body.

(James)

James was seen strapping on his shield and gabbing his scroll before he put Widow Magnum in its holster.

(Francis)

Hawkeye was grabbing his gear as he put his quiver on and grabbed a pair of sunglasses that he then put on.

(Weiss)

Weiss was in a workshop making needed repairs to her helmet. Agents walk by in the background as the helmet lights up. She didn't care if it was a patch job as long as it can get her to Avengers Tower for a more suitable armor change.

(Torunn)

Torunn roared out and slashed the thunder away as her cape fluttered about as she was ready for a war if needed.

(James)

James, Francis, and Blake were seen walking side by side as they made their way to the Quin Jet. Since the Jet belonged to the Avengers it was given authorization to land before. As they made their way to the jet as they had work to do.

"Move aside buddy we have a jet to catch." Hawkeye said as James looked to the agent standing in their way.

"If Fury asked we found Cinder." HE said as they boarded the Quinn Jet.

(Command Deck Nick Fury)

Fury was overlooking the air deck as he gave the area an intense look. But as he did so surprisingly enough Maria Hill walked in with bandages but very much awake, alive, and able. "Director Fury sir…" Maria began as Fury heard her.

"Agent Hill." He greeted as Maria was confused.

"Cinder's blade only got me between the ribs I wasn't in any danger or at risk of a coma. Why did you lie to them like that?" Maria asked as Fury heard this.

"Because they needed the push." Fury said as he stared out the windows. In the corner of his eye, he saw the quin-jet and Iron-Heart take off towards the city as they found Cinder.

"We've got unauthorized departure from Bay Six." A random agent shouted to him as Fury saw and heard this.

"They found it. Get our communications back up, whatever you have to do. I want eyes on everything." Fury ordered to everyone on deck as they still had a job to do here.

"Yes, sir." Maria said before she rushed to a monitor and began helping where she can.

(Scene Break Quinn-Jet)

"We have a signal make the call." Blake said as James got his scroll out.

"Avengers." James began as he had the Avengers app open on his Scroll. "Assemble." He ordered as the arrows on the Avengers crest began to flash on screen.

(Beacon Ruby and Yang)

Ruby and Yang were getting ready for the singles rounds when their Scrolls went off. The duo looked as they saw their Avengers App was going off. "All Avengers if your listening to this Cinder has escape but we found her." James was heard as the duo heard this.

(JNPR)

As Jaune, Nora, Ren, and Pyrrha were ready to head out their scrolls were already out when the call went out. "And if you are listening to this it's time to suit up because right now we have an invasion on the way." James was heard as the members of JNPR heard this.

(Pym and Azari)

AS James speech went on Azari and Pym were getting ready as Pym put his helmet on and grabbed his Pym Disks and equipped them for when he needed them. Azari made sure his gear was also ready as he then headed out with Pym to stop the Chitauri and Grim invasion.

(Penny)

Penny was already getting suited up as she let her hair loose and allowed her form to change to that of the Vision. As Penny was ready her cape fluttered a bit as she got ready to head out via the window. "We believe the attack will be on two fronts so we need a team on both sides of it." James continued as Penny was ready.

(Ruby)

Ruby was already getting ready as she had the Ms. Marvel leotard on before she put the mask on. "Cinder thinks she's won and she wants to make a show out of it. Let's show her why that's a mistake." James continued as Ruby was ready before she headed out the window and flew off to answer the call to Assemble.

(Yang)

Yang was putting on Kevlar as she cracked her knuckles and gave her Vibranium hand a quick test drive. She wasn't keen on losing another hand hence why she was in armor right now. "Because we are right now the only ones standing in her way." James said as Yang was ready.

(Jaune)

"It doesn't matter what we were before or what comes after what matters is the here and now because when this fight begins the Avengers will be the first line of defense." James was heard as Jaune was getting the War Machine armor on as the armor began to activate.

(Nora)

"We all want to be heroes well now is the time to prove it." James said as Nora was on the roof and raised up Mjolnir allowing the thunder to come down and endow her with her powerful Asgardian Armor.

(Pyrrha)

Pyrrha was looking at her head piece as she looked to it intently. "Because if we can't save Vale." James began before Pyrrha put the head piece on and grabbed a red outfit from her closet to suit up.

(James)

"Then we'll Avenger it." James said as he then had one last thing to say. "So I'll see you all on the other side." James said as he ended the call.

"So James you write those in advance or go off the top of your head?' Francis asked as he flew the Quinn-Jet. James only smiled but then focused as they had other things to worry about right now.

(Iron-Heart)

Iron-Heart was flying toward the city, and despite the fact her suit was losing power due to all of the damage it has taken she did not let it deter her path to her tower. But then along the way she was met with a streak of Photons as it was none other than Ruby in her Ms. Marvel garb.

The dup nodded to each other as they then flew to the Tower and saw what was going on. As they hovered over it they saw Mercury and Emerald standing in their way no doubt to hold the line here.

(Weiss)

"Boss I've already turned off the Arc Reactor. The device is already self-sustaining." Friday said as Weiss saw this.

(Group)

"Mercury Emerald we're only going to say this once. Step away from the machine." Ruby called out as she glared down upon the two villains who were helping Cinder.

"Whose gonna make us pipsqueak?" Mercury asked as he got ready.

"Yeah I am!" Ruby called out before firing a photon blast at the machine before either could stop them. In turn the beam was absorbed and blasted back at the both of them. Mercury and Emerald were blasted away as Ruby was caught by Weiss.

"Thanks BFF." Ruby said as Weiss scanned the barrier. The blast caused a loud boom that could be heard even from down below. "What was that?" Ruby asked as she tried to figure out what just happened.

"The barrier is comprised of pure energy it cannot be breached." Friday said as she noted this.

"Well I'm open to suggestions." Ruby said as Weiss then saw Cinder nearby as did Ruby.

The two looked at each other and nodded before proceeding to their Plan B. Ruby landed on the roof area and began making her way to Cinder.

(Weiss)

"Boss the Varia Armor isn't ready for deployment yet." Friday urged knowing exactly what Weiss was about to bust out here.

"Then forget the esthetic's we are on a short time table." Weiss said as they had to hurry before the portal opens leading the Chitauri here.

(Ruby, Cinder, and Weiss)

As Iron-Heart landed on her armor platform she began to walk down it allowing it to disassemble her armor while Cinder made her way to both Ruby and Weiss. Once Weiss was out of the armor all three girls were inside the lounge area of Avengers Tower. "Please tell me you two plan to appease to my humanity?" Cinder asked as she looked to them.

"Actually we plan to threaten you." Ruby responded as she looked to Cinder.

"Then you should have kept that Scythe out and armor on." Cinder said gesturing to Crescent Rose with the scepter.

"Well sort of a mileage what with that glow stick you possess." Weiss said as Ruby took a seat while Weiss went to the kitchenette area. "By the way do you want a drink I can't offer wine but I got other drinks." Weiss offered as she and Ruby were nervous but hit it well considering the stakes currently at large here.

"Stalling me won't change anything." Cinder responded clearly amused here.

"No we're threatening you there's a huge difference." Ruby said as she stood back up taking a glass of milk while making sure Cinder didn't see Weiss getting some bracelets on. "No drink? Well then I'll have one." Ruby said as she took the drink while Weiss poured herself one as well.

Cinder rolled her eyes and walked over to the window. "The Chitauri are coming, nothing can change that." Cinder said before she looked over to the duo. "What do I have to fear?" Cinder asked as Weiss smirked.

"The Avengers… I mean that's why you're bringing an army in." Weiss said as she smirked a bit. "None of the hired help you sent at us could bring us down, you try to plan around us, and we didn't even know it but we we've been standing in your way left and right." Weiss said as Cinder glared at Weiss.

"I mean we are Remnant's mightiest Heroes so if you're going to send baddies at us it better be you're A Game." Ruby added as she looked to Cinder.

"The Avengers yes I know and I met them." Cinder said as she kept her cool but those jabs at her got her irked a bit.

"Kind of hard not to with us all over the news." Ruby said as she walked over to Cinder with Weiss. "How about we do a head count, your cousin a demi-goddess, a super soldier on his way to becoming a living legend, a guy with breathtaking anger management issues, a couple of master assassins, a champion with polarity, a robot girl with swords for days and laser beams to go with it, a girl who is a menace when wielding a hammer, my sister who has a vibranium arm, myself; and you managed to piss off every single last one of us with all the shit you pulled, pardon my language." Ruby listed off as she glared at Cinder in the eye.

"That was the plan." Cinder said as Weiss scoffed in response.

"Not a very smart one." Weiss said as she looked to Cinder. "When they come, which they will, they'll come for you." Weiss said as she and Ruby were with Cinder at the center of the penthouse.

"I have an army." Cinder said as Ruby glared at her.

"We have a Hulk." Weiss said as she glared at Cinder.

"Oh, I thought the beast had wandered off." Cinder countered as she knew the Hulk would be the biggest problem here.

"Yeah- you're missing the point. There's no throne, there is no version of this, where you come out on top. Maybe your army comes and maybe it's too much for us, but it's all on you. 'Cause if we can't protect Remnant, you can be damned well sure we'll avenge it." Ruby finishes as she also finished off her drink while glaring straight at Cinder.

Cinder glared at her as she had enough and had a perfect idea to pull off while walking to Weiss. "How will your friends have time for me, when they're so busy fighting you?" Loki said as she walked up to Weiss and placed the tip of the scepter over her heart to mind control her. It clinked against the arc reactor therefore failing to control her in the process.

Cinder looked confused as she then tried again only to gain the same results as before "This usually works." Loki said confused at what just happened.

"Maybe you broke it." Ruby offered as she looked to Cinder. "I mean whenever I have problems with Crescent Rose it's because of a mechanism and reload stall." Ruby said only for Cinder to out of nowhere grab Weiss by the neck. "Weiss!" Ruby called out only for Cinder to blast her to the wall with the Fall Maidens Power.

"Friday, any moment now." Weiss said as she was being pushed to the window.

"You will all fall before me." Cinder said with fury dripping from her voice like venom of a snake.

"Deploy. Deploy!" Weiss called out as soon Cinder threw Weiss off the building through the window breaking said window.

"Weiss!" Ruby cried out as Cinder scoffed and pointed her scepter at Ruby.

"Now for you." Cinder said but before she can try the scepter on Ruby but then Ruby stepped to the side as a hatch open launching a pod the same direction in which Weiss had fallen out from.

(Weiss)

As Weiss was free falling the pot opened up as it was following after her while locking onto the bracelets she had on. It catches up to her and, locking on to the bracelets, attaches to her and unfolds to a full suit. The Varia suit was one of Weiss' most versatile suits yet due to the fact it can be equipped with almost any armor she has allowing her to mix and match parts from her other armors for the right situation. Iron-Heart managed to stop her fall moments before she hit the ground and in turn flies back up to Cinder at the window.

(With Cinder and Ruby)

The two then saw Iron-Heart flying in as she glared at Cinder very ticked with her. "Also there is one more person you have gotten crossed with you." Weiss began as she glared at Cinder. "Her name is Maria Hill." Weiss said as she glared at Cinder.

Ruby then smirked and fired a photon blast at Cinder knocking her down before flying off to join up with her best friend. Meanwhile the device has now fully powered up and in turn shot a stream of blue energy to the sky, which opened into a portal where the Chitauri army awaits. The hordes of aliens seeing that the portal was now open, begin to fly through and in turn began their invasion of Remnant.

(Weiss)

"Oh right." Weiss began as her hub turned from blue to battle mode red. "The army." Weiss said as she saw the Chitauri pouring through.

(Battle)

"Let go!" Ruby called as Iron-Heart agreed to this. The duo then flew upward and began firing at the Chitauri with repulser beams, Crescent Rose, and Photon Blasts. The Chitauri of course returned fire at the two as they dodged through exploding debris with ease. Weiss fired off her suits missiles as the Chitauri poured into Vale and Remnant.

(Below)

People saw this while exiting their cars and began to panic when the Chitauri began to fire upon them forcing them to run away. Fear and panic began to reach an all time and unprecedented high level as this wasn't some Grimm attack it was a God Damn Alien Invasion. Most people thought it to only happen in the movies but yet here it is. People in the panic moved to safety as they saw the lasers being fired and knew that this event wouldn't end with an alien invasion.

In combination with the anger and aggression from the Chitauri army attacking the Fear and panic from the humans was about to get worse as with the level this high some unholy foes were on the way as well.

(Outskirts)

A Beowulf's head perked up as it and many other Grimm began to sense the negativity going on and made a beeline for its source. As they ran the Grimm began to come almost like a stampede as it was clear Cinder's plan was coming to fruition.

At the Kingdoms boarders Soldiers saw the Grimm approaching the chaos and made an attempt to hold them off but in the end it was a fool's errand.

(Back with Cinder)

Cinder was making her way to the platform as she glared down upon Vale while entering the form of Hela once more. As Cinder looked over it all she then heard thunder and saw Torunn land nearby glaring at her cousin.

"Cinder turn off the Tesseract or I WILL destroy it." Torunn said as she knew the Space Stone was hidden inside it.

"You can't stop it Torunn!" Cinder yelled pointing the scepter at Torunn. "There is only the war and with it death." Cinder said as she drew forth the Fall Maidens power as it was now complete.

"So be it." Torunn said as Cinder then roared out and attacked. Cinder drew forth her twin swords and began slashing against Torunn leaving a trail of flames. Fire met Thunder as the two duked it out like mortal enemies. Torunn managed to blast Cinder back who flipped in the air and fired off her arrows at the Asgardian. Torunn deflected it and in turn was blasted back by the scepter Cinder held. Lucky enough Torunn used her sword to block it but was pushed back none the less.

The two then charged at each other and their blades met grinding against each other as Torunn's eyes glowed with her Asgardian Power while Cinder's glowed with the Fall Maiden Power.

(Ruby and Weiss)

The two were flying around blasting and shooting at whatever Chitauri came their way as Weiss had a group of them chasing after her while Ruby made quick work of hers. "Weiss!" Ruby cried out as she saw Weiss had a lot of them on her tail.

(Iron-Heart)

"Ruby head to Beacon I got things covered here." Weiss said as she flew by. "If Vale is getting hit so is Beacon." Weiss said as she then sighed a bit.

"Got it." Ruby was heard as she didn't even need to second guess it as she knew people were in danger all over Vale.

(Battle)

Ruby in turn blasted off torts Beacon as she managed to slash her way through multiple Chitauri at once as she flew. As Iron-Heart flew by she noted how law enforcement arrived and even they were in shock at what was going on right now.

Iron-Heart saw this and tried to keep the Chitauri from causing any major harm.

(Weiss)

"Dammit." Weiss cursed as he realized there were so many attacking here.

"Weiss!" Blake was heard as Weiss saw Blake's image on a communication icon now. "We're on your three heading North-East." Blake said as Weiss saw this.

"Good move in to park I'm about to lay them out." Weiss said as she had an idea.

(Battle)

The Quinn Jet was flying in as Iron-Heart lead the Chitauri to a trap. Once the Chitauri were in position the Quinn Jet fired off its guns at them destroying multiple at once after Iron-Heart passed by.

(Weiss)

"Boss we have more on the way." Friday said as she detected them.

"Fine let's keep them on us." Weiss said as this was going to be a long day.

(Torunn vs Cinder)

The two warriors went at it as they moved with fluent movement as Cinder then fired off fireballs at Torunn. Torunn charged in slashing through them with her sword. The two were then locked against each other as they then saw the Quinn-Jet in the sky. The Jet aimed its weapons at Cinder who glared and aimed her scepter at them. She fired it off hitting the Quinn Jets' engine causing it to spiral to a crash landing.

(Inside Francis, Blake, and James)

"Hold on!" Francis called out as he tried to get the Jet steady for a crash landing.

"Trying!" James called out as he held onto the handlebars.

(Torunn vs Cinder)

Torunn was wide eyed and roared out charging at Cinder. In turn she disarmed Cinder and the two began a fist fight against each other. Torunn was skilled as she went for Cinder's mid-section with a gantline of powerful punches. Torunn then grabbed Cinder and knocked her down only for Cinder to fix herself and easily land on her feet.

(With the Quinn-Jet)

The Avengers Quinn-Jet came in and crashed into the street below as thanks to Francis expert flying no one had gotten hurt. The Hatch began to open as in turn James, Francis, and Blake ran out and saw Avengers Tower wasn't too far away from them.

"Come on we need to get back up there!" James called out as the trio ran for Avengers Tower. All the while they wondered what was happening at Beacon as Grimm began to make their way into the city.

(Beacon Academy)

While the Attack on Vale by the Chitauri was occurring Beacon Academy was being hit the Grimm as a Nevermore was heard roaring while soaring through the air. Coco saw this and saw the portal even from Beacon with the Chitauri pouring through. Beacon Students were fighting off the Grimm as best they could as Penny was seen in her garb as Vision fighting off the Creatures of Grimm.

She phased through one and with her swords sliced it in two before firing a head beam at one of them killing it with ease. As she flew about Ruby was heard roaring as soon they saw Ms. Marvel jump in and sliced through the Grimm with her beloved Crescent Rose. "Ruby!" Penny said as she saw Ruby had arrived.

"How bad is it?" Ruby asked as just then she dodged a shotgun blast aimed for a Grimm.

"Well we got aliens and Grimm in Vale and also Grimm in Beacon with Civilians caught in the crossfire." Yang said as she then used her prosthetic arm and smashed a Grimm with ease.

"We can't fight with innocent people in the line of fire." Ruby said as just then they heard missiles going off and saw War-Machine flying in.

"I'm open to ideas." Jaune said as he looked to them.

"Ok first we need to get people to safety and to do that we need to work with the local huntsman." Ruby said taking charge as she looked to the others.

Just then Pym appeared as Azari came in after taking down a Beowolf as he looked to the others. "Pym and I can handle Civilians." Azari said as Ruby nodded to that.

"Ok then the rest of us have a job so let's take out the Grimm." Ruby said as they all agreed to that. Just then they heard a loud noise from Vale and looked to this before Nora was heard on their earpieces.

"Um guys… how bad would things have to be for more Grimm to arrive?" Nora was heard as it was clear she knew something was coming.

"Um well something huge would need to come in." Jaune said a bit worried at what Nora would say.

"Ok good just checking." Nora said sounding a bit worried now.

"I have a bad feeling about this." Azari said as he heard Nora's tone.

(Vale)

James, Blake, and Nora were running up the road to the Tower when they heard the same sound as Beacon. The trio looked up and saw more Chitauri coming through but with it… a large serpent like creating flying through roaring a bit as well. IT flew between the buildings as the three Avengers were in shock at what they saw.

"We're dead." Francis said as he realized this was way above their pay grade.

The Chitauri Leviathan began to deploy more Soldiers who once they enter the buildings began to fire off their weapons. James saw this as he was in shock at what he saw. "Weiss? Are you seeing this?" James asked as he sure as hell saw it.

(Weiss)

"Seeing having trouble believing." Weiss said as she expected this day to end with a Grimm invasion NOT an alien invasion. "Has Dr. Polendina showed up yet?" Weiss asked as James heard this and knew why.

"No not yet." James said as he knew they needed their muscle now more than ever.

"Keep me updated." Weiss said as she flew by the Leviathan glaring at it. "Friday find me something soft to hit." Weiss said as she glared at the Leviathan flying about.

(Meanwhile with Torunn vs Cinder)

"Look at this!" Torunn roared out as she glared at Cinder. "Do you think this insanity will end with your victory?!" Torunn yelled as she glared at Cinder who glared back.

"No it's just the first step to my victory." Cinder said as she clearly didn't care about who got hurt along the way so long as she gains the Power that belonged to her.

Torunn roared in fury and slashed down on Cinder who blocked it with ease. "Then you truly are just like Loki!" Torunn yelled as Cinder glared at him.

"Don't… you DARE Compare me to him!" Cinder yelled in fury as she then stabbed Torunn's midsection with a hidden knife. Torunn of course cried out in pain from the stab wound while holding the mentioned wound.

"Never leave yourself open like that sentimental fool." Cinder said as she glared at Torunn. Torunn then roared out and bashed into Cinder knocking her into the window before pulling her out. She kneed her at the Gut before lifting her over her head and slamming Cinder down to the ground hard. Cinder then rolled over off the edge and landed on a Chitauri flier before making her escape.

Torunn then glared and knew Cinder would have to wait the portal held importance at the moment. She tore the knife out of her gullet and tossed it to the side.

(With James, Blake, and Francis)

The Three Avengers were in cover as James looked to his friends. "We got civilians trapped." Francis said as they needed to get the Civilians to safety first before anything.

"Cinder!" James called out a bit as they saw Cinder fly by on a Chitauri flier with some sort of guard detail all of whom were causing damage to the city and causing panic also. "Guys we need to get those people to safety." James said as he looked to his friends and fellow Avengers.

"Go we got things here." Blake said sad James nodded and looked to Hawkeye.

"Think you can help Blake hold them off?" James asked as Hawkeye smirked in response.

"Captain Vale." Francis said as he got an Arrow head ready to pull off. "IT would be my genuine pleasure." Francis said as he was ready to kick some alien ass. Francis then rose from his cover and fired off an arrow that head shot a Chitauri but it didn't end there. The Arrow then fired off more bullets and hit the Chitauri around the one that was hit by the mentioned arrow.

Blake then fired off her Gambol Shroud as she rose from her cover and even got a few shots in with her Widow Bites for some added damage. James then got moving as he jumped off the bridge to the road below and began making his way to the Civilians and law enforcement to organize civilian safety fast.

(Back with Blake and Francis)

Blake and Francis were getting civilians out of a trapped bus as Francis opened a door to let them come out. After the two ran back to cover and began firing off their weapons to give the Civilians space to escape to a safer location.

"You know my dad once told me how he and his partner were in a similar situation in some placed called Budapest." Francis said as Blake looked confused in response.

"What the hell is Budapest?!" Blake responded as she and Francis kept firing against foes.

(Back over with James)

James was jumping over cars and running to get civilians to safety as he knew the law enforcement were his best bet on this plan. With the mentioned law enforcement a Cop ran over to the leader as others were firing their guns at the Chitauri and Grimm who were flying about.

"They said it will be an hour before the Kingdoms Guards and local Huntsman can be scrambled." The Officer said as the captain was shocked about this.

"Kingdoms Guards does the Army even know what going on here?!" He demanded as he looked to the Cop.

"Do we?" The second officer asked as he was clearly scared about this.

Just then James jumped onto the car surprising them as they saw Captain Vale here. "You need men in these buildings they're people inside and can be running into the line of fire. You take them to the basement or the subway and keep them OFF the streets. I also need a perimeter as far back as 39th." James said pointed to the street in question with two fingers.

"Why the hell should I take orders from a kid?" The Captain asked as he looked to James with skeptic looks.

Just then an explosion was heard as Grimm came charging in from it as well. James of course blocked an attack with his shield and bashed a Chitauri that attacked. He then fired his Widow Magnum at an Ursa in the head before punching a Chitauri in the face. It didn't end there as he then bashed another down before slicing the arm off another taking his gun in turn.

"Wanna try that again?" James asked making it clear he knew what he was doing.

The Cop did not need to be told twice after he saw what James did. "I need men in those buildings lead the people down and away from the streets." He began as an Officer heard this and got to work. "We're going to set up a perimeter all the way down by 39th street." The Captain said into his radio as they had work to do.

(Back with Iron-Heart)

Iron-Heart took a sharp turn and was met face to face with the Leviathan before she proceeded to fire off flames to get its attention. Clearly it worked as when Iron-Heart flew by it the Leviathan took a U-Turn to chase after the Schnee heroin. "Well we have its attention now to figure out step two." Iron-Heart said before she flew off with the Leviathan close on the heroin's tail.

(Meanwhile back at Beacon Academy)

The Group were seen taking on the Grimm as they flew about roaring in fury against their foes as Ruby and Yang tag teemed a few of them. Nearby Nora smashed Mjolnir down while Jaune flew by and fired off his armors weapons.

Just then as Pyrrha threw her shield and fired her weapon in rifle mode off a Nevermore was heard as she looked in time to see it land. It roared at Pyrrha before she was knocked back by it. "Pyrrha!" Jaune called out as he landed and began firing his weapons at the Grimm who roared and attacked back. It then fired its feathers off knocking Jaune down as he slid on the ground in shock.

"Jaune!" Pyrrha cried out as the Nevermore roared clearly ready to slaughter. The Nevermore screeches and lunges towards Pyrrha. Soon a flurry of Photons Rose Pedals was seen as soon Ruby came at the Grimm with Crescent Rode armed.

Pyrrha was surprise by that, to see Ruby just save her life as well, as she said, "R-Ruby?"

Ruby had a look in her eyes as she look down at the Nevermore and said, "Leave her alone!"

The Nevermore recover from the attack with ease as it look down at ruby, cawing out again as it took to the air, and flow around at the young heroin before it drive bomb at her, but before it could get close, the rocket lockers started to come down upon it, and stopping it in its tracks. Ruby was taken surprise by that one as well, as she sees the other students from the Four Academies as well as Groot with Velvet on his shoulder. The Student began getting their weapons out of the lockers, ready to help fight against the invading Grimm's.

The Nevermore was still alive, and now more piss off as it rise back up cawing out with everyone else getting off of it.

Taking action right away as Ren came up to the Nevermore eyes and stab into it blinding it for the time being. Arslan using her strings use to swing around on the Nevermore and picked up Yatsuhashi and swung with him in her arms. Nora came over the top with her hammer weapon, as she swing her hammer down on the Nevermore head, forcing it down once again, as Yatsuhashi, and another huntsmen with a large sword himself both came down upon the nevermore and chop off its head.

"Pyrrha was surprised by this as she grabbed her head a bit before more Grimm showed up.

"I am Groot!" Groot called out pointing to the incoming forces.

Jaune then acted and pushed Pyrrha to safety which was a small room area as Pyrrha was shell shocked. Luckily any damage sustained the War Machine armor took most of it.

(Inside the Room)

"This is all my fault if I was faster if I could gave stopped Loki." Pyrrha said as she tried to think of the ways she could have stopped the event. "I should have been stronger." Pyrrha said but then Jaune then got Pyrrha to look to him as his face plate came off.

"Pyrrha look at me!" Jaune said as he looked to Pyrrha. "What is your fault?" Jaune asked as Pyrrha then looked down and sighed.

"I can't tell you not now but all I can tell you is that I hesitated and someone important got killed and started all of this." Pyrrha said as the Chitauri invasion attracted the Grimm.

"Look Pyrrha." Jaune began as he looked to Pyrrha. "It doesn't matter what you did or didn't do. I just need to know if you're up for this." Jaune said as Pyrrha was confused. "Look, I just need to know because Vale is being invaded by Aliens which is attracting Grimm and while I have a suit of armor I also got a sword and shield against an army of aliens and Grimm." Jaune said as he looked to Pyrrha. Just then the two ducked as gunfire came through as Jaune could only guess where it came from. "But I'm going back at there because it's my job but I can't do my job and help you at the same time." Jaune said as he hated to say that to her.

"I know that's a bad thing to say but it's the truth. It doesn't matter what you did or didn't do because if you if you go out there we need your head in the game to take down the Grimm and these aliens if they get to Beacon." Jaune said while pointing outside. "But if you stay here, you're good. I'll ask Ruby, Nora, or Ren to come get you. But if you step out that door, you are an Avenger." Jaune said as he then put his hand on her shoulder.

"See you on the other side." Jaune said as he then stood up. Once he was outside he flew off as Pyrrha looked to him and then at her hands. She focused for a moment as she then went wide eyed as they began to glow with a red energy. She knew the Maidens powers were great but whatever this glow was… she felt it had only recently awoken.

She then clenched her fists and then to her surprise the power went out and caused chaos inside the room. She then looked to the door and knew she had a decision to make and a bit of a crash course as well if her hunch was right.

(Back at the ground battle)

Francis managed to knock a Chitauri drone done and stab it with an arrow. Nearby Blake was using her Semblance as best she could as she avoided one attack and attacked a Chitauri. She then dodged two attacks at once as the two Chitauri firing at her shot each other instead. Blake then disarmed one and used the weapon as a bow staff.

Nearby Francis was knocked down as he was struggling to get free. As he tried to get free he soon saw Blake and saw her shoot the Chitauri Drone off him. Francis then got back up and slide away as he stabbed the Drone nearby with an arrow. He then saw two more land on a cab as he notched up another arrow. He ran by and to his surprise his eyes began to glow before a feather like mas appeared made of aura.

To Hawkeye's view he began to note every major spot to shoot at and the effects it would have. IT was then he realized he had the actual eyes of a hawk as he then smirked to this. He fired the arrow at the cabs gas line causing a spark that took down a group of Drones at once.

Just then energy shields flew in as they saw James jump in and slash up another drone before shield bashing two more. "Here they come." James said as he saw some more come in.

But then out of nowhere thunder strikes hit them as from the sky was Torunn coming for a shaky landing. "Torunn!" James called out as he ran over to Torunn. "What's the news upstairs?" James asked as he looked to Torunn.

"The Cube is protected by an impenetrable barrier." Torun said as she looked to her adoptive brother.

"Torunn's right we have these things to contend with." Weiss called out as she flew around with the Leviathan still on her tail.

"Then how do we do this?" Blake asked as she looked to James.

"As a team." James said as he knew they had to assemble.

"I have a score to settle with Cinder." Torunn said with a glare.

"Well get in line babe because at this point everyone on Remnant and their mothers has a bone to pick with that bitch." Hawkeye said as he screwed on an arrow while he had the chance.

"Enough guys. Cinder is going to keep this fight focused on us in Vale and on Ruby's group in Beacon and that's exactly what we want. Without her these things will run wild and make thing worse." James said as he walked by his team. "We got Weiss up top." James began until a motorcycle was heard. The two looked and saw Forest riding in on an old motorcycle.

The group walked over to the Beacon Teacher as he saw the chaos going on. "Well… this all seems horrible." Forest said as he saw the chaos going on.

"Well at this point we can use some worse to cancel it out." Blake said as she knew Hulk was going to be a big help here.

"Weiss." James began as he spoke into his earpiece. "We have Forest." James said as Weiss heard this.

(Weiss)

"Then tell him to suit up. I'm bringing the festival to you." Weiss said as she had the Leviathan on her tail right now.

(Battle)

From the side of a building Iron-Heart flew in before the Leviathan flew after her as they all saw this. Torunn took a battle stance as she growled to this. "How is that a festival?" Blake asked as she saw this.

Soon Iron-Heart was close to the ground as the Leviathan was slithering on the ground like a massive snake. Forest saw this and sighed as he began to make his way torts the approaching alien monster. "He students remember what I said when I told you how I keep calm?" Forest asked as he looked to his student. "I'm always angry." Forest said as to their surprise he began to transform into the Hulk at will without struggling to keep him in.

Hulk then roared out and punched the Leviathan in the face causing it to crash with its head convulsing on itself. The monster began to flip over from this as its armor began to come off from the blow.

"Hold on!" Iron-Heart called out as she then fired a missile into its flesh. The projectile hit and in turn the Grimm's body exploded as its head was the only recognizable thing left as it fell off the side of the road.

All around them the Chitauri and Grimm saw this and began to roar out in fury as they all saw this. The Avengers gathered around as Hulk roared back at the foes.

(Back at Beacon)

Azari roared out as he slashed up a Grimm as Pym used his throwing stars to shrink a Grimm and stomp on it while growing Debris to crush others. Nearby Yang roared out as she used her prosthetic arm to block attacks from the Grimm and used her good one to punch one in the face. She was then hit by a large Berignal as she slid on the ground before halting. Yang then got back up and roared out as her eyes glowed red and her hair became aflame.

Yang then grabbed a bench and tossed it straight at the Beringal before Nora flew in with Mjolnir and turned multiple Grimm to ash before slamming the hammer down on a big one crushing its skull. Penny flew by using her swords to slash up more Grimm and when she had one pinned fired of a laser at a leader. As Ruby flew by she knew the Other Beacon Students were handling things at other parts of Beacon.

Nearby Velvet was thrown down as her camera box was not too far away as Groot was close keeping the Grimm off of Velvet. But she was soon hit again and rolled as the teams of the four schools battled the Grimm as even Team SLVR had joined the party. Nearby Reese and Neon froze the feet of a larger Beringal pinning it down. Meanwhile Yatsuhashi tries to hold back a knight like Grimm's fist with his sword, but he gets knocked back. The Grimm then turns to and starts approaching a distracted Lie Ren. Ren was in turn hit as Nora saw this and was wide eyed by this.

"Ren!" Nora called out before was forced to block an attack from a powerful Grimm that roared out in fury.

Coco and Neptune fire their weapons at the Grimm who then hid behind its armor which showed it was unfazed. Neptune sweat drops as he was now a bit worried. "Uh, this is bad." Neptune said as nothing they did worked.

Coco looked at the Rabbit Faunus. "Well, I guess now's a better time than any. Velvet!" Coco called out as she knew it was now or never.

"Really?" Velvet asked excitedly seeing her moment to shine.

"Just make them count." Said the leader of Team CVFY.

"I am Groot." Groot said as Velvet nodded to her tree friend.

*Insert I May Fall

Velvet came up to some larger Grimm as she reach her arm out as a hologram image came forth from her original camera weapon, as the first holograms not only seem to take photos of weapon, but make them for Velvet to use as first came Crescent Rose. Velvet then began her fight as she imitates Ruby's overhead spin, landing on top of the Grimm as she dodges its cannon fire. She then replicates Myrtenaster to deflect the Grimm's punch and land a few blows before pushing it back with the Ember Celica imitation. Once after she lands a few shots, she slides under the Grimm's fist, similar to Blake as she uses the Gambol Shroud copy and uses its string to trip over the mech, before moving to the second Grimm by lopping off its hand, and jabbing it in the head with the cleaver. Before it could react, it was immediately peppered with imitation bullets, thanks to copying Coco's minigun.

As it moves forward, Velvet switches to using Ruyi Bang and Jingu Bang as a reference, as she lands another few hits while landing a downward blow from above with a copy of Magnhild, severing a limb. As the first Grimm attempts to recover, Velvet immediately copies Penny's swords, as she leaps off the second Grimm and slices apart its legs before blasting it at full power.

However, the first Grimm sucker punches Velvet. Velvet in turn cried out in pain as she was sent hurling to a tree knocked out. Coco's eyes widen as did Groots when they saw this. "Velvet/I am Groot!" Coco and Groot both cried out in shock as she saw this. Coco along with Neptune, Reese and one more teammate began firing at the Grimm to give Velvet cover as while Groot moved in to save her.

But just then before any more chaos could hit the doors nearby flew open as Pyrrha walked it clearly ticked off as she began to use her Semblance with a new gift. She started by summoning every bit of metal she could and used it to skewer and stab every Grimm she could reach. She didn't end it there as she then focused on debris and to the shock of many managed to lift it with a red glow and slam it down on even more Grimm.

Pyrrha then reached out to another Creature of Grimm and proceeded to tear it in two. Just then Ren came in and fired and sliced up even more Grimm as he glared at them clearly back in action. "All right." Coco called out as Groot then noted something.

"I am Groot!" Groot called out as Coco nodded with Fox.

"Lead the way tree." Coco said as they followed after Groot.

"All right Pyrrha!" Yang said as she grinned in response.

In turn the group gathered as it comprised of Jaune, Nora, Ren, Penny, Pyrrha, Yang, Azari, Pym, and Ruby. Much like James and his group they had assembled and despite there being three more then the group in Vale they were here together as Avengers.

"So what's the plan Ruby?" Jaune asked as he looked to Ruby as the rose haired girl realized she was put in charge now. But before any more speech could be made the ground shook as they group all felt it.

(With Ozpin)

Ozpin saw the video feed as he was shocked knowing this was a distraction on of sorts that served in part to further Salem's goals. He had to stop her and those who followed her from acquiring the Maidens, the Relics, and the Infinity Stones. And most of all he had to provide the Avengers with whatever aid he could.

He then began to walk away only for the ground to shake. He looked out the window knowing exactly what was happening at this moment. "No." Ozpin said as the final piece was now in play.

(In Vale)

Back in the city, Glynda, and Qrow continue fighting to keep the Chitauri and Grimm at bay. But before they could fight on they were interrupted by the same force by another tremor. Qrow in response to this powerful tremor stabbed his sword into the ground to keep himself standing.

Goodwitch's eyes widened in horror as she realized exactly what this meant. "No…" She gasped as she hoped it wouldn't come to that.

(At Mountain Glenn)

The Mountain began to shake and crack as something inside it began to awaken due to the negative emotions. As the mountain broke apart a scaled reptilian body began to show before it all burst and from it a Grimm Dragon came out as it roared sensing the negative emotions. The Wyvern roared as it then began flying torts Beacon as it roared in fury ready to kill.

With one last roar the Wyvern charged to Beacon as it glared ready to slaughter Vale. The only thing standing in the Chitauri and Grimm's way were the Avengers. And as Ruby promised if they could not save Vale they will Avenger it and Remnant because now the battle of Vale has entered full swing.

(TBC)

ESKK: Well finished another chapter and I hope you all enjoyed it. So until we next meet remember to leave a review before leaving you true believers and as Stan Lee would always use to say excelsior!


	29. Chapter 28 End of the Beginning

Next Avengers Heroes of Remnant

ESKK: Well the battle for Vale and Beacon has begun let's roll people.

(Start)

*Insert Tsukiyabureru Time to Smash by TM Revolution

-Nemuru omoi atsumeta asu ga hayaku hoshii-

The Opening song began with a burst of energy as it began to show the crests of each Avenger as it began with James shield being thrown through the screen and was followed by his image. James image had a back image of Captain America as it was clear James was his legacy. The same effect began to happen with the others with differences as Torunn was next with her sword being raised and thunder bursting out from it, next was Weiss and Tony Stake AKA Iron-Man as the two were seen back to back as Weiss looked annoyed while Stark in his youth looked as cocky as ever. Next was Forest and Hulk as the two were seen to be at odds with each other yet still unified under a common goal. Next was Blake and Natasha Romanoff AKA the Black Widow as the two were smiling and shaking hands with each other. Next up was, Francis as it showed him and his far notching up an arrow to fire off side by side showing the family resemblance. Then it was Pym, and his parents as the two smiled to each other with Hank having a hand on his sons shoulder and his wife hugging her son, close.

-Yobiatta hikari o zenbu tokihanatsu toki matteru-

The image was then followed up by Ruby and her mother as the two Marvel Roses high fived each other. Then it showed Azari and T'Chala as the two fist bumped. It began to scroll through the others with Penny and the Vision, Jaune and Rhodes, and finally Nora with Mjolnir.

-koumyou ni uragaesare gomakasareru mitai da

Sekai wa mou kantan ja nai midaredasu byouyomi-

The images began to show each of the Avengers in battle of sorts as they were either training or fighting crime. James with his shield, Weiss with her armor and Glyphs, Torunn with her sword and Asgardian strength, Hawkeye with his bow and arrow, Blake and her Widow gear, Hulk and his unstoppable power. It then moved onto the others as it began with Ruby as Ms. Marvel while holding her mother's Captain Marvel Helmet almost seeming ready to put it on, then it was Jaune in the War Machine Armor ready to fly off into battle, following him up was Nora who had Mjolnir ready for battle, then came Penny as the Vision who phased through the wall and fired a laser from her head.

-houchi shite yamanu sunuuzu no (Break it, time to SMASH!)-

The screen then showed Cinder as she then transformed into her true form as Hela before swiping her scepter that held the Mind stone to show her army the Chitauri and the Grimm.

-Setsubou ni yatto kizuku furi-

The screen then showed all the Avengers as well as the Huntsman like Qrow and the Vytal competitors. It then showed a portal opening in the sky and from it the Chitauri were seen pouring in as James and Ruby saw this. The two then nodded to each other and in turn charged at the foes as Hela leading the charge herself sent forth her Chitauri and Grimm. When the two forces clashed a huge burst of light was seen as it obscured the image in light for a moment.

-Nemuru omoi atsumeta asu ga hayaku hoshii yobiatta hikari o zenbu tokihanatsu toki matteru-

The screen began a montage of each primary Avenger in action going in the order of James, Torunn, Weiss, Francis, Blake, and the Hulk.

-hitori ja nai no o yakusoku to iu nara

Shinjikitte nozomu kodou ga yurusarete eru mirai o-

The song was approaching the climax as it then showed the 'Mighty Avengers,' as first it was Ruby, then her sister Yang as Yang had some help from a man with a red star on his own prosthetic limb, then came Nora with Mjolnir, then was Penny again taking out multiple Grimm and Chitauri, up next was Jaune in the War Machine armor firing off missiles at the Grimm, and surprisingly topping it off was Ren who was accompanied by the image of a woman with weapons akin to wings.

It began to climax as the two groups of heroes gathered together and then saw Hela who was accompanied by the image of Salem who had the Infinity Gauntlet and in turn they charged head first to her.

-Tsukiyabureru!-

When the Charge finished the Avengers were seen standing in the void of the God of Light before it change to the view of Avengers Tower as the opening came to an end.

*End OST

(Start Cinder)

Cinder glared down upon her foes in her Hela Garb as she saw what Hulk did and got to work. She saw the Avengers had assembled which was exactly what she wanted. She was going to break these would be heroes and when she was done she was going to parade their corpses across all of Remnant and the 9 Realms as her trophies. "Send in the rest." Cinder said as she had to meet with her father to deal with Ozpin and claim her prize.

(Battle)

The Avengers saw more Leviathans coming in from the portal. "Call is Rogers." Weiss said as James already had an idea.

"Ok until we can get that portal closed our priority is containment." James said as he knew what to do and who to assign to what. "Francis I want you on that roof eyes on everything call out any patterns or strays." James said pointing to Hawkeye and then to the roof nearby. "Weiss you have perimeter duty keep the Grimm out and the Chitauri in. Anything gets within a 3 block area from or to the city either turn it around or turn it to ash." James ordered as Weiss nodded.

"Can you give me a lift Weiss?" Hawkeye asked as he looked to Iron-Heart.

"Of course hold on." Weiss said as she then grabbed Francis and flew to the mentioned roof.

"Torunn you gotta bottle neck that portal try and slow them down. You got the lightning light these bastards up." James said as Torunn was spinning her sword by the strap before launching herself to the tower closest to the Portal.

"Blake, you and me are going to stay on the ground to keep all the fighting corralled here." James said before looking to Hulk. "And Hulk." He said as Hulk looked to James as the Captain pointed to their big green friend. "Smash." James said as Hulk then grinned to this.

"Got it." Hulk said before jumping up and did as told smashing the Chitauri and Grimm. "HULK SMASH!" Hulk roared out as the battle began. Hulk then leapt off, taking out dozens of Chitauri warriors that were on the sides of the buildings - grabbing them, smashing them, throwing them. Hulk then leapt across the air and slaps a flying craft out of the air before landing. He then leapt again and managed to grab a Nevermore before smashing it down killing it.

(Torunn)

Torunn flew to the nearby tower and landed at the pointed part of it. She then summoned forth the strongest lightning she could using the tower as a massive lightning rode. Once she had enough she in turn fired it off straight at the portal destroying multiple Chitauri attackers at once and even destroyed a Leviathan.

(Beacon Courtyard)

The Wyvern was making its way to Beacon and Vale as everyone who saw it knew they were going to be in for a tough battle and with it the longest day of their lives. "Um Ruby plan!" Jaune called out as Ruby already had it.

"Ok Jaune we need to keep the Grimm out but also contained so I want you and Penny to work on doing that." Ruby began as she looked to the two in question. "Ren how good a shot you are?" Ruby asked as she looked to Ren.

"Not Hawkeye's but I should be adequate enough." Ren said as he looked to Ms. Marvel.

"Ok then get a snipers nest ready I want you to keep us posted on any strays or any patterns." Ruby ordered as she then looked to Nora. "Nora you gotta try to stem the tide lighten our load with that lightning." Ruby said as Yang snickered a bit at the unintended pun. "Azari you, Pyrrha, and Yang stay on the ground and keep the fighting away from Civilians. And Pym, you and me are going to slay a dragon." Ruby said as she pointed to the Wyvern coming.

"Ok Ruby you're the boss." Pym agreed as Ruby nodded.

"Ok Avengers… time to work for a living." Ruby said as they had a job to do.

Yang then roared out as she launched herself into battle via her shotgun gauntlets Ember Celica. As Yang arrived at some of the Grimm she began sending powerful punches their way as she roared. Yang was truly in control here as she managed to knock a Creep down and sling it to a Griffon managing to nail to which she then shot both monstrous Grimm at the same time.

(Nora)

Nora arrived at a Spire and in turn did what Torunn had done and summoned a storm with Mjolnir via spinning it by the strap. Once she did she channeled it using both hammer and Semblance while utilizing the spire as a massive lightning rod. She then sent it at the Nevermores and Griffons that flew in the sky laughing all the way.

"I'm queen of the castle! I'm Queen of the Castle!" Nora chanted as she laughed through it.

"Nora focus!" Ren was heard as Nora saw this and nodded in agreement with Ren.

(Meanwhile back at the Heli-Carrier)

The Heli-Carrier got their communication and eyes back online as they saw the battles taking place in both Beacon and Vale. As he saw this already his crew was working on trying to provide aid. Just then Maria Hill walked over to Nick as he saw her there.

"Director Fury the Council is on the line." Maria said as Nick knew he should have expected as much from those bureaucratic assholes. Nick then began to make his way to where they were on hold as Maria got back to issuing orders to help where she can.

(Meanwhile Over with Ozpin)

Ozpin exited the Elevator as he knew with what Loki did he could not get the Maiden's Power transferred to Pyrrha. But as Ozpin walked though he was soon met with the sinister form of Loki as Ozpin glared at the Asgardian Uncle of Torunn.

"Ah the wizard you would not by chance have the key to the Vault would you?" Loki asked as Ozpin then glared at him.

"I may but I shall not allow you to have it." Ozpin said as he knew he had to try and stave off Loki.

Loki smiled as Ozpin then held his cane in a reverse grip and knocked Loki back who tried to attack from behind. The Loki before him vanished as Ozpin jumped away and glared at the Trickster. "Impressive." Loki said as he saw what happened and knew this may be fun for him.

(Back with Francis)

Hawkeye was firing off his arrows at the Chitauri and Grimm who flew by as he had the perfect spot to spot the strays and patterns like James had asked him to. He then saw Weiss was in a bit of a pickle as he already had her on his ear piece. "Weiss you got a lot of strays sniffing your ass." Hawkeye said as he fired an arrow at another Grimm hitting its eye and brain killing it with ease.

(Iron-Heart)

As Iron-Heart flew by Weiss already was aware the Chitauri and Grimm on her rear. "I know I'm trying to keep them off the streets." Weiss said as she flew by with the stragglers chasing after her.

(Back with Hawkeye)

"Well they can't bank worth a damn." Francis said as he fired off an arrow hitting a Chitauri without even looking. "Try and find a tight corner." Hawkeye said as Weiss heard this plan.

(Weiss)

"I will roger that." Weiss said as she knew just how to do it also.

(Battle)

Iron-Heart flew between the buildings as she made her way to a narrow path. All the while the Chitauri flyers were on her tail trying to get a shot at the armored Schnee heroin. Nearby Francis already had another arrow notched up as he aimed it at the flyers that were chasing down Iron-Heart. He then let it loose as it sailed through the air and hit one of the flyers machines. The result was the gadget melting through the metal and in turn causing it to crash while Iron-Heart flew through tight corners.

Iron-Heart then flew through a tunnel as the Chitauri gave chase to her. She of course saw they had very small maneuvering ability here and used it to her advantage. Once she was out though while avoiding laser fire she made a U-Turn and caused one of the drones to crash and explode upon impact.

"Oh dear." Weiss said as she kept flying to stay a step ahead of them. She then flew into another narrow path noting the room was tight and had to be careful. But her plan was successful as she flew through a smaller one and caused her chasers to crash.

(Weiss)

"Good call Hawkeye. Any other things I can help with?" Weiss asked as she flew about and kept an eye on her systems.

"Well Torunn is taking on a squadron on sixth." Francis was heard as Weiss noted this.

"Well I suppose I can crash it." Weiss said as she was going to have some fun with this.

(Hulk)

A leviathan was seen flying by with drones near it until it turned torts a building. Inside the building though people took note of it and began to panic as it attracted the Grimm. Nevermores flew near it with Griffons as it was clearly the War of Worlds right now. Just then Hulk was heard roaring out as the people got out of the way to give Hulk room to charge.

Hulk roared and jumped out of the window before and grabbed the Leviathan by its maw. It then forcibly pulled the flying monster away from the building as the Grimm were attracted to Hulk's rage. "Ugly Monster no hurt people!" Hulk roared while pulling and punching the Leviathan getting it away from the building.

Luckily the building suffered only minor damage and the people inside were safe for now.

(Meanwhile back at Beacon Academy)

The Mighty Avengers were taking on the Grimm and the few Chitauri that made it here as Jaune and Penny were flying about. Jaune with the War Machine armor targeted multiple foes at once and in turn fired a volley of missiles at them. The weapons flew true and in turn managed to nail each of them at once. From there Penny flew by as she phased her hands through a grim and tore it in two before sending her swords out to slice many of them up with ease.

Nearby Ren was seen charging at a few Grimm and taking them down with ease before Yang jumped in and blasted their heads off with her powerful weapons Ember Celica. Nearby the Members of FNKI were helping out as Flynt blasted many Grimm about with his trumpet while Neon rolled around hitting them with her weapons of choice.

Nearby Team BRNZ was helping ABRN as they took on the oncoming Grimm Onslaught. Helping them out was Pyrrha as she blasted many creatures of Grimm back with trained ease as it was clear she was using her Semblance overtly while damming the resulting consequences of it.

In the sky the Wyvern was flying about making its way to Beacon the source of the negativity until it was blasted by Ruby's Photons. Ruby and Pym flew at it as she fired Crescent Rose off with Pym getting close to use the stingers. The Wyvern roared in fury as it tried to counter the two and make its way to the negativity source. But the minute it got to Beacon Ground Pym got to its back.

The Wyvern never saw it coming as Pym went big and due to his massive weight was forced to crash land. As it crashed it made a trail of destruction in its wake as it tried to get back up. Pym roared out as he grabbed the Wyvern by the tail and swung it and slammed it into the ground. Ms. Marvel then flew over Pym and sliced through it with Crescent Rose before firing the gun of it point blank range. The Wyvern had thick skin but roared in pain from the gun shot of Ruby's signature weapon Crescent Rose.

Pym then returned to his small size and flew near Ruby as the Wyvern roared in fury at them. "Yeah we got him!" Pym cheered but alas his cheer was cut short as the Wyvern got back up and roared out.

"We're going to be here for a while." Ruby said as she realized this was one tough Grimm to kill.

(Azari, Ren, and Pyrrha)

Azari was slammed to the ground when a Boarbatusk managed to get a good hit in. Just then it was skewered by metal rods and in turn torn apart as Pyrrha glared at it. "Nice to see you using that power overtly now." Azari said as Pyrrha nodded.

"It's not my semblance and I'm learning as I go." Pyrrha confessed but just then an Ursa roared out. The duo saw it just in time for it to fall limp as Ren appeared behind it.

"There's too many of them." Ren said as Azari knew this.

"They'll keep coming until that portal is closed." Azari said but then Pyrrha panicked.

"Get down!" Pyrrha called out as she pushed the two boys out of the way in time to avoid a Neveremore's attack.

War-Machine then flew by and fired off his weapons at the Nevermore causing it to fall dead while turning to dust.

"I really hope the others are doing ok." Azari said as he knew this fight could go on forever unless something changes in the tides of battle.

(James and Blake)

Blake was seen slammed onto a car as a Chitauri had its weapon ready to skewer her. As it attacked Blake managed to roll and dodge the attack as she then wrapped around its arm before stabbing her widow bite into the back of its neck. She then took its weapon as it was dazed before firing it off and killing it. She then aimed behind her only to find James there with his shield up.

Blake seeing this sighed and calmed down trying to catch her breath. James walked over to her and knew this battle was going on forever but they had to keep it up till they can close the portal. "James none of this will mean a thing if we don't close that portal." Blake said as the sound of distant gunfire could be heard in the background.

"Our biggest guns couldn't touch it." James said as in turn Blake had an idea.

"Maybe it's not about guns." Blake said as she hoped it would work.

Just then more Chitauri landed as the duo saw this and knew they had to act fast. "If you wanna get up there you're going to need a ride." James said as Blake had another idea to use.

"I have a ride." Blake said dropping the Chitauri Weapon before walking away for a running start. "I could use a boost though." Blake said as she got ready with the Chitauri flying overhead.

"You sure about this?" James asked as he never pegged Blake as the reckless one.

"Yeah it's gonna be fun." Blake said before she ran at James who had his shield up. Blake then charged at James and after jumping off the car she landed on the shield. Then using a combination of her Faunus reflexes enhanced by the super solider serum and James pushing her up Blake flew into the air and got a grip on a Chitauri flyer.

James smiled as he saw this and knew Blake had a plan and he trusted her decision. But as Blake flew away James took cover when the Chitauri began firing at him. "Hang in there Blake." James said as he went at the Chitauri Soldiers.

(Meanwhile with Blake)

Blake was climbing onto the flyer as she quickly saw a connector to keep the Chitauri drone from flying off the flyer. She then brought out her sword and sliced through it before using it to shoot it off the Alien flying machine. Despite the winds blowing in her face Blake held firm as she began to climb further to the driver knowing she had a clear shot. She then roared out and jumped as she then used her Widow Bites to stab into it.

Now Blake was in control of this vessel and she already had her destination decided. "Turn… Turn!" Blake ordered while using the Chitauri as her steering wheel. "Too much!" Blake cried out as she hit a building but was still airborne.

She then saw lasers flying past her and saw a flyer was trying to shoot her down now. As she saw this Iron-Heart flew in ad fired a repulser blast at the foe. She then had lasers from behind and thus she fired at them before heading over to join with James.

Once Iron-Heart landed she saw James was using the Widow Magnum and his shield to keep the attackers at bay before she joined in. Once Iron-Heart landed she began to help out James by firing her repulsers at the foes before she looked to Captain Vale. She then fired her repulser beams at his shield allowing the Vibranium to deflect it and hit even more Chitauri with boosted power.

Once that was done Iron-Heart flew up a building firing at the Chitauri climbing it and in turn passed by Francis who was firing off his arrows at the climbers. He then ducked and cover as he nearly got hit by another flyer. He then took aim at the one who nearly hit him and fired off another arrow hitting the drivers back causing it to crash into a Leviathan.

But on the mentioned Leviathan Hulk was seen smashing the Chitauri as with him Torunn was slicing and slashing through them. Hulk and Torunn were two of the strongest Avengers and side by side it was like seeing Original Hulk Bruce Banner and Thor together again. Hulk roared out and tore off a piece of the Leviathan and stabbed it into the mentioned space serpent.

Torunn roared out and with her sword summoned thunder and sent the stab deeper adding her own sword to it. The Leviathan roared in pain before crashing into the Vale Train Station. It was now unmoving as Torunn and Hulk walked out and saw the damage they caused. Collateral damage couldn't be avoided as the two stood awkward next to each other.

"So… go join back with the others?" Torunn offered as Hulk heard this.

"Fine." Hulk said before running back to the huge battle in question.

(Back with the Mighty Avengers)

As the battle progressed the Might Avengers were seen fighting off foes left and right. Azari managed to get to a high spot and dig his claws into a Griffon which after it failed to buck him off fell dead when his claws sliced through its neck. Going past him Penny flew by firing her beam at some Ursa as she then sliced up many of them with ease.

Following her up Jaune in the War-Machine Armor flew by firing off missiles and bullets at many of the oncoming Grimm. With a blast from his uni-beam he flew off showing he was an Avenger this day despite what Weiss and many others may saw later.

Nora flew up with Mjolnir and with a mighty tossed an Ursa she had a grip of and tore off its largest spoke before blasting it with thunder. From there Nora then went to a large Nevermore and stabbed the spike into its back before she used Mjolnir to hammer it down killing the Nevermore. On the ground Pyrrha was with Ren as she was getting the hang of these powers and mixing it well with her Semblance. She then took a page out of James book and threw her shield like a Frisbee. The shield hit multiple Grimm at once via ricochet before she stabbed and sliced them all with her sword and Javelin.

From the battle with the Wyvern Ruby roared out firing her Photons at the Wyvern as Pym brought down the hurt on it as they saw its bone like armor was cracking showing it was reaching its limit. The Wyvern roared out at the heroes as Ruby wasn't having any of it and flew upward.

"Pym move!" Ruby called out as she reached for her wrist.

"Got it!" Pym called out before shrinking and getting out of the way.

Once that was done Ruby turned a dial on a watch showing she was wearing a power inhibitor. Her mom gave it to her to help Ruby channel and control her powers. The more control she has the more she can lower her inhibitor it also came with an added bonus to allow her to lower it for a short time to bring down the hurt. So Ruby was now glowing as photons and Rose Petals were flowing around her. She then roared out with her hair basically on fire now as she charged at the Wyvern and smashed it into the ground creating a crater.

The Wyvern was still alive but was severely hurt as Ruby flew away allowing the inhibitor to reengage to keep her powers from going wild.

(Meanwhile with Ozpin)

Flashes of two magical clashes were seen as from it Ozpin and Loki were going at each other in an attempt to beat the other into submission. Loki slid on the ground using his own powers to stop himself fired blasts of his own magic at Ozpin. Then with a burst from Ozpin's cane clearly of the Time Stone managed to stop each of those attacks with ease. Ozpin had taken time to practice and learn what he could do and can't do with the Time Stone. One of those abilities included peering into possible time lines. With that he could properly estimate the best outcome and try to move things in that direction.

Furthermore he could use it much like he had always done with this weapon he crafted and in turn a good number of times come out on top. "So the man who has two souls, and the Time Stone." Loki said as he smirked to Ozpin. "How does it feel to be a man out of time yet is forced to suffer from its cruelty time and time again?" Loki taunted as Ozpin glared at Loki.

"Pain is an old friend of mine." Ozpin confessed as he knew this was his last fight in this body. Hopefully in the next life he can ensure his successor joins these heroes as something beyond a simple wizard who can never truly die.

Loki in turn channeled his power as he took out a familiar Frost Giant Relic. He aimed it at Ozpin who knew what was next forcing him to channel his own power into a barrier around himself. The result was Loki firing it off and Ozpin using the barrier as a buffer to get closer to Loki.

The End result was a burst of power and in turn all was silent around them.

(Back with James)

As the Kingdoms Military finally scrambled with the local Huntsman and Huntresses to try and stem the tide and save the civilians from the Chitauri invading Vale. Currently James was pinned down as he tried to keep a drone from stabbing him with its weapon. But luckily for James he managed to push it to the side and knock down the Drone before using the Widow Magnum to slice its head off.

As James got his bearings again he got a call from Francis with some news. "Cap there's a bank of 47th passed Ivory. They cornered a lot of civilians in there." Francis said as James knew what to do.

"I'm on it." James said as he grabbed his shield and went to help the trapped civilians.

(Meanwhile at the Bank)

The Chitauri were on the ledges as they had their weapons armed at the scared civilians as the Grimm were no doubt be attracted here. One of the Chitauri took out an alien grenade and armed it ready to end the lives of these civilians.

Just then James rolled in from the window and threw his shield at the grenade holder making him drop it while knocking him down. The other two saw this and fired their weapons at James who returned fire before running to cover. James hid behind a table and kicked it over to the two drones knocking them down with ease before charging in. He got to one of them and with a quick succession of combat moves managed to snap its neck. He then tossed the dead Drone over the railing before looking to the people who were down below.

"Everyone clear out!" James ordered before he yelped as Chitauri soldier grabbed him from behind. James was in a choke hold as the drone was intent on killing him. The Chitauri James had knocked down before got back up and was ready to shoot James down. James then flipped over and used the one who had him in a choke hold as a shield and in turn the drone life was ended by its ally.

The beeping from the grenade began to accelerate as the drone who threw it began to panic and make a grab for it. James saw his shield and jumped to it as the Drone was about to throw the grenade. James hid behind his shield and the grenade went off.

The people were ok but James was knocked out the window and onto a car outside. As James began to get his bearings he saw the chaos going around him and even saw how emergency teams were moving the civilians to safety. James knew at the rate they were going if that portal isn't closed soon Vale and Beacon would both fall to the Chitauri and Grimm and with it the other Kingdoms as well.

(Back at Beacon)

Loki walked out into the open dusting himself off as he looked around and saw Penny flying about. "Well this should be fun." Loki said as he took out a dagger and got ready to throw it.

As Penny flew in the air she laser blasted more Grimm as it was clear if the portal isn't closed son the Grimm will keep pouring in. What made it worse was that Vale was getting a double whammy of Grimm and Chitauri attacking. The Avengers were powerful but even they had a limit and if Penny was accurate they were all reaching their limits here.

As Penny landed to use her swords to toss a broken Paladin over to a larger Ursa Loki appeared nearby. "W-what?!" Penny asked as she saw him only to be caught off guard.

"Pardon me!" He called out before firing off his magic at her forehead causing her to cry out in pain as the regulator chip cracked from it knocking her down.

"Penny!" Azari called out as he and Pyrrha saw this.

"Ta-ta." Loki said as he then vanished as Penny's regulator chip was damaged.

"Computer." Jaune said as he landed and scanned her.

"Sir her Regulator Chip has been damaged if she uses her powers it will crack further before the damage is irreversible and she dies. Suggestion would be to replace the chip completely." The suits onboard computer said as Jaune saw this.

"Ruby we have a man down!" Ren called out as Ruby heard this.

(Ruby and Pym)

"Penny?" Ruby asked as she saw this. "Pyrrha you and Ren get Penny to cover then rejoin the rest of us." Ruby while fighting off the Wyvern with Pym.

"Got it!" Pyrrha called out as she and Ren knew what to do. In turn Ruby roared out and charged at the Wyvern with a mighty roar intend on tearing it apart herself.

"Wait for me!" Pym called out as he chased after Ruby to beat the Wyvern into submission.

(Meanwhile at the SHIELD Helicarrier)

Nick was talking with the Vale Council who also had the councils from the other Kingdoms present at the time. "Director Fury the Council has made a decision." One of them said as Nick heard this.

"I recognized the council has made a decision, but given it's a stupid ass decision I've elected to ignore it." Nick said as he glared at what the Council was suggesting that he does.

"Director, your closer than any of our fleet, you scramble that jet." One of them began as Maria began to breathe nervously knowing what the council was suggesting.

"That is the Kingdom of Vale, council man. A Kingdom you held govern over I will not fire off a nuke until I'm sure my team can't hold the line especially on a civilian populated area." Fury said as he wasn't willing to have that on his conscience right now.

"If we don't hold them in the air, we lose everything." The council begged him as they weren't done. "The other Kingdoms are willing to help us repair you need to send that bird out." They told him as Fury was iron clad against this plan of attack.

"If I send that bird out, we already have." Fury said before he then hung up on the Council for he had faith the Avengers will prevail.

(Back at Vale with Blake)

Blake was still flying on the drone flyer as she was seen to have quickly gotten the hang of it factoring in how they suck at banking like Francis said. But as she flew with a target in mind she had to avoid laser fire from behind. She looked and in turn saw Cinder with Drone Flyers coming at her.

"Oh crap." Blake cursed as she knew she had to avoid fire till she can get to the portal machine.

"Blake you have a bogey." Francis was heard as Blake saw this.

"Yeah I can tell." Blake countered knowing she had to get away from Cinder. "Help me!" Blake ordered as Francis was already on it.

(Back over with Hawkeye)

"Don't worry I got her." Francis said as he took out another arrow and took aim at Cinder with it. Once he had the shot ready he fired it off as the arrow flew fast and true torts its target.

But as the Arrow got closer to Cinder she easily caught it as she gave it an arrogant look and scoffed. She used a bow and arrow weapon in combat so of course she'd know if one was coming at her. But Francis saw it coming because the arrow head he used would lead to one of two results, it hits Cinder and reveals the trap inside or she catches it and it releases the trap inside. He factored in her arrogance as well showing he had some brains here.

Cinder then scoffed before the arrow went off destroying the flyer drone and sending Cinder flying to Avengers Tower. Blake then jumped off the flyer herself and landed on the Tower as she rolled to ease her landing from it.

(Cinder)

Cinder began to get back on her feet when she heard a familiar roar of a certain green hero. Just then Hulk landed on the ground and roared out at Cinder before bashing her into the penthouse. Cinder hit the wall as Hulk looked ready to end it. As Cinder glared she got up refusing to be made a fool of again. "ENOUGH!" Cinder roared as the Hulk stopped and heard her. "You are all beneath me! I am the Fall Maiden and a Goddess you dull creature so I will not be bullied by-Arrgh!" Cinder squeaked at the end as Hulk grabbed her and began to smash her about like a rag doll.

Soon with one last smash Cinder was left in a crater as she laid limp in shock at what just happened. Hulk scoffed and began to walk away with a smirk on his face. "Puny Maiden." Hulk said while walking away from the smashed Cinder.

As Cinder laid there though a familiar figure looked down to her and saw the state she was in. "That looked like it hurt." Loki said as his daughter had his sympathies. After all she wasn't the only one smashed like that by the Hulk. He then proceeded to heal her using his magic as he made quick work of it. "There we go good, as new." Loki said as it was more of a patch job than anything else.

But due to this he failed to notice Cinder charging up her own magic and blasting Loki away enough to knock him down. "Thank you father enjoy the show." Cinder said as she then vanished as she had a relic to retrieve over in Beacon.

(Meanwhile back over with Blake)

As Blake ran over to the machine she looked it over trying to see what she can do to shut it down. "Damn." Blake cursed as she saw the barrier was being produced by the Tesseract which means she needed something of equal or greater force to get through it. "Ok James said one of those Infinity Stones is inside it so that means I need an Infinity Stone to pierce through." Blake said as she looked around for something. "Yeah easier said than done." Blake said as she looked around for something.

She then headed to the ledge looking for something akin to the Infinity Stone before she saw down below a familiar sight. "Well hello gorgeous." Blake said as down below was the Scepter which means if she is right it should close the barrier in the Chitauri's faces and save the planet.

(Back to the Battle)

Torunn was slicing her way through the Chitauri as she was taking on a flyer by herself. The Flyer tried to shake her off and when he did try a Leviathan flew through the building causing the flyer to dodge it. Nearby Iron-Heart flew by the Leviathan's side. She pointed her arm and it and fired off a laser beam but it had no effect on the alien monster.

"Boss we'll lose power before we even dent that shell." Friday said as Weiss rolled her eyes and flew on ahead.

"Only one idea left." Iron-Heart said as she flew on ahead. "And I am going to hate it and myself for it." Iron-Heart thought realizing it was the only way to destroy it. "Get ready to fire missiles." Weiss said as she began to fly straight for the Leviathan's mouth.

When she did so she made sure to duck her head as she flew down its throat and fired off the missiles. In doing so the Leviathan exploded showing that its shell was near impossible to breach but inside it was as weak as any organic creature in the world.

Iron-Heart flew out from the explosion and crashed into the street below where she stumbled and fell. She began to get back up shaking the cobwebs from her head no doubt due to the powerful explosion. As she got up she was soon blasted back as the Chitauri and Grimm began to move in on her ready to kill her here.

(Francis)

As Hawkeye fired off another arrow at a foe behind him he saw another climbing up and went for another arrow. But when he did he was shocked to find he was completely out of arrows opting him to bash the Chitauri with his bow before splitting it in two to slash them away with the blades. When Hawkeye combined the bow again he looked and saw more flyers were coming in.

Thus he grabbed the used arrow abandoning the arrow head before putting it in his quiver. He then pressed a few buttons on his bow causing a new arrow head to be equipped to it. He then jumped off the ledge before the Chitauri started firing on him and in turn fired off his arrow. The Arrow hit the building side and clawed in allowing Francis to swing into a window breaking it and entering the building.

Francis hissed in pain as, he felt his Aura was reaching its limit as was himself, because they had been at this for hours without stop. It was starting to seem like this battle would never end as it was clear the tides were changing in the Chitauri's favor.

(Hulk)

Hulk was smashing the Grimm and the Chitauri as they came at him but it was clear he was starting to slow down. No doubt even the green rage monster had a limit to how long he could go. He was then fired upon from above and saw the Chitauri flyers surrounding him with the Nevermores and Griffons as well. They all began to fire upon him with the Nevermores sending there razor sharp feathers at the Strongest of Avengers.

Hulk roared in defiance as he was trying to shield himself but it was clear that the Chitauri and Grimm had the advantage now.

(Beacon)

War-Machine was currently airborne as he fired off his weapons at the Grimm coming his way. But as this progressed he was soon blindsided by a Beringal who grabbed him and began to swing him around before throwing him to a nearby wall. Jaune was hurt of course but he was still alive and in one piece. As this happened Nora came in and used Mjolnir to smash the Beringal before sending a bolt of lightning to the sky and with it hit multiple flying Grimm at once.

(Pyrrha and Ren)

The two members of JNPR were covering the injured Penny as they Grimm were closing in on them now. It was clear the Mighty Avengers were also reaching their limit as Pyrrha summoned her Semblance and made a defensive wall to keep the Grimm away from their injured ally.

Ren fired his guns and in turn had to use his Semblance sparingly to conserve his Aura. But even he knew the tides had to change before they all died)

(Over with Ruby and Pym)

As the two took on the Wyvern it roared out at Ruby who got ready to fire another Photonic blast only for the energy to fizzle. "Oh no not now." Ruby gasped as she realized she was pout of juice.

"Ruby!" Pym called out as he went big and blocked the Wyvern causing it to bite into his massive arm. Pym cried out in pain as he began punching the thing to get it off.

"Pym!" Ruby cried out as she then saw him go small and knew that meant run. Ruby and Pym then ran for cover as the Wyvern tried to locate them so it may kill them. Once they got to a good spot Pym went back into normal size as his arm was bloody now.

Ruby acted fast and using her limited training began to treat the injury knowing what to do to keep the youngest of them from bleeding out.

(Back on the SHIELD Heli-Carrier)

A SHIELD pilot was preparing for take-off as he had a Vale Councilman on the communications line. "Director Fury is no longer in command override order 7-Alpha-1-1." The councilman was heard as the pilot confirmed the codes he was given.

"7-Alpha-1-1 confirmed we're go for take-off." The pilot said as he was ready to deploy with the weapon of absolute last resort on Vale.

(Meanwhile at the Heli-Carrier Command Deck)

Alarms were blaring as Hill saw what was going on and knew the Vale Council just crossed a line here. "Sir we have a bird in motion!" Maria called out as she saw the jet in question ready for take-off. When Nick heard this he acted fast via running out of the command deck to stop it. "Anyone on deck we have a rogue bird we need to shut it down! Repeat take off is not authorized!" Maria called out as they had to stop the jet from launching.

(Meanwhile with Nick Fury)

Nick began to walk into the launch pad carrying a rocket launcher. He saw the jet taking off and in turn proceeded to fire the rocket launcher at it as the missile flew and hit the jet in question. Luckily thanks to Fury's expert shooting the jet was salvageable and luckily the pilot should be ok for the long run. But clearly it was a rouse as a second jet took off before Fury could reload and in turn opted to use his pistol until he saw the jet make its escape.

Nick Fury then made his way back into the Heli-Carrier as he knew communications were back up. "Schnee? Schnee can you hear me!" Nick called out over the communications. "You have a missile heading for the Kingdom." Nick said as Weiss clearly knew what Fury was taking about here.

(Iron-Heart)

Iron-Heart was trying to get back on her feet as she was in running on fumes right now. "How long?" Weiss asked before she was knocked back down by the Chitauri.

"Three minutes fast. The payload can wipe out Mid-Town Vale." Fury said making Weiss go wide eye in response.

"Friday put everything we have into the thrusters!" Weiss ordered as she saw Friday had already done it.

"I already did Boss." Friday said knowing they had to move fast.

Iron-Heart then activated her boosters and made a bee line out of the battle to where the missile would be coming in from. She had very limited time to do this and if her math was right she knew exactly where to shove the missile where they would still win the day and stop the Chitauri army's invasion of Vale.

(Meanwhile with Cinder)

Cinder arrived at the top of Beacon Tower as she made her way to where Ozpin's seat once laid. No doubt during the chaos the clock tower had sustained damaged allowing this to happen as she soon saw the Wyvern glaring down at her. "Shhh this is your home now." Cinder cooed to the Wyvern as she made her way torts it while lighting a fire in her hand.

The Grimm almost cooed to her as it was clear to the Grimm she was an ally here. As she did this though she had no idea the Mighty Avengers in Beacon saw what she was doing.

(War-Machine)

War-Machine was once more airborne as he flew around the tower and saw Cinder with the Wyvern. "Guys I got a visual on Cinder." Jaune called out as he flew overhead.

"Do not engage Jaune I repeat do NOT engage!" Weiss was heard as Jaune ignored her.

"No I'm ending this now!" Jaune called out as he flew in knowing Pyrrha would try to stop her instead.

"Jaune don't do it! Don't you dare-!" Weiss ordered but was cut off when Jaune hung up on her.

(Cinder)

As Cinder admired her work she soon smirked as she saw War-Machine coming in at her as she was ready for him. HE fired off a repulser blast to which Cinder dodged with ease. He then flew through the window and began firing his weapons off at her. Cinder dodged and avoided the shots with ease as she saw the Huntsman fighting her.

"Ah there he is Remnant's weakest, most pathetic, and dishonest Huntsman in the world." Cinder said as she smirked to Jaune. "Whatever was Ozpin thinking letting you enroll?" Cinder taunted as Jaune glared at her.

"How about I show you!" Jaune called out as all the systems locked onto Cinder and the Wyvern at once. He then fired off his guns and rockets as they all flew straight for the intended target which Cinder was prepared for.

Cinder unleashed her Maiden power causing all the bullets and missiles to explode via super heat before they hit the target. The result was a huge smoke cloud which clouded the view. But from the smoke cloud Jaune charged at Cinder catching her off guard before they were both airborne. Jaune in turn began to fire off his repulser blasts at Cinder who returned fire with her power as a Maiden.

"Come then metal boy show me what you can do." Cinder taunted as it was clear she was giving Jaune a healthy serving of his mistakes here. "Hopefully I can have fun with you a boy barely into his first combat school." Cinder taunted even further as Jaune was getting angrier by the minute.

Cinder knew where to hurt Jaune the most because she knew who and what he was. A Liar who cheated his way into Beacon and then played the pity card to try and stay in Beacon. Cinder blocked the repulser blasts with her maiden power as she wasn't done giving Jaune the beef. "Oh your making me sad now, maybe I should just let you go back to your lovely friends… after all the whole pity on you for wanting to be a hero has you going good so far." Cinder further taunted as Jaune roared at her firing his uni-beam.

Cinder avoided it with ease before sending bolts of flames at Jaune playing with her food. "You're no hero Jaune you are and always have been the most useless pathetic excuse for a Huntsman in history." Cinder continued as she wasn't done dealing Jaune his medicine here. "A hero would never lie, a hero would never cheat, and a hero would never steal." Cinder continued as Jaune glared at her.

"Hah jokes on you I never stole anything!" Jaune called out as Cinder then laughed a haughty laugh torts her foe.

"Have you now? You're wearing the evidence after all." Cinder said as Jaune looked confused for a moment.

It took a second for Jaune to realize what she meant and then looked to the War Machine Armor to fully get it. But before Jaune could counter Cinder was upon him as she then summoned her swords again and began to slash him about. She didn't end it there as she was giving him a full serving of her superior power.

She summoned forth two spikes with her Asgardian origins and launched them at Jaune as his armor took a nasty blow from it. She didn't end it there as it was turning into a massacre on Jaune.

(With Pyrrha)

Pyrrha got out of cover and saw what was going on before going wide eyed at what she saw. "Jaune!" Pyrrha cried out as she saw which was, Jaune being given a royal beat down by Cinder.

(Ruby)

Ruby once she got Pym to safety saw the fight going on with Jaune and Cinder and knew she had to act fast. Pym saw this as well as he then grabbed Ruby's arm with a look of importance. "Go." Pym told her to which Ruby nodded and got to work.

(Back with Jaune vs Cinder)

As Jaune and Cinder duked it out Cinder was soon upon Jaune before charging forth her Maiden Power and blasted it at the chest piece of Jaune's armor damaging it. The suit began to shut down cut off from the power source making Jaune go wide eyed. Cinder wasn't done as she then grabbed War-Machine by the face and began to fly higher with her power. It wasn't long till she got to a sufficient height and smirked torts Jaune with evil intent.

"Have a nice fall." Cinder said before releasing Jaune from his confines as he began to free fall back down to the Beacon Courtyard below.

(Back at the Beacon Courtyard)

War-Machine crashed into the statue as the thing ended up destroyed leaving Jaune there in his armor now shut down. Cinder arrived not to long after and smirked down upon the beaten hero with a sinister smirk on her face. "A fall like that… I think I ended your career." Cinder taunted as she knew a fall of that height would normally kill any regular person. But with the War-Machine armor Jaune may very well be a cripple starting now.

(Meanwhile outside Vale)

The Jet carrying the nuke was making its way torts Vale as the pilot already had the target insight. He didn't hesitate to pull the trigger as the jet released the payload and from there it made a bee-line torts the Portal. "Package is sent detonation in T-Minus 2 Minutes and 30 Second Mark." He said as he then began to fly away to get the Hell out of Dodge.

(With James and Torunn)

After James and threw his shield the vibranium allowed it to return to him but the main thing was aim on James part. Torunn's sword returned to her hand as the two began to fight the Chitauri together as they made a powerful duo. James was then shot by a drone knocking him down as Torunn saw this.

The Asgardian girl blocked the attacks with her sword before she kicked a car over to the Chitauri crushing many of them at once. She then threw her sword slicing another one and killing it with ease. Torunn made her way to James and offered him her hand to which he took without any hesitation.

"Ready for another bout?" Torunn asked as James smirked a bit at his adoptive sister.

"What you getting sleepy?" James asked as Torunn smirked to him as they got ready for the next wave.

(Beacon)

Nora and Azari were working side by side as Ren and Pyrrha had Penny covered here. The two worked side by side sending powerful bolts of thunder about with ease. As they did this Azari was knocked down by a Grimm to which Nora roared and used Mjolnir to smash a broken down mech suit to them destroying the Grimm with ease. She then threw her hammer before firing off her rocket launcher causing even more damage than before.

Azari began to get up as Nora helped him up smiling at him. "Need a charge?" Nora asked as Azari smirked a bit.

"Do you?" Azari asked as they got back up.

"Heads up." Ren warned them as the duo looked and saw the next wave coming at them.

(Avenger Tower)

Blake had everything set up as she grabbed Cinder's scepter going on a lamb here because if she was wrong… well they'll probably die trying to save all of Remnant. Once she got the blade to the barrier she smiled as she saw how the Scepter managed to get through the barrier with ease.

"Guys." Blake began to the communication. "I can close it! Does anybody copy? I can shut the portal down!" Blake called as this was the good news they needed after they had fought off the Grimm and Chitauri for so long

(James)

"Do it!" James called out the order knowing they only had one shot to finish this and save Vale.

"No not yet!" Weiss all of a sudden cut in over the communication links.

"Weiss these things are still coming!" James called out knowing they had to finish this now.

(Weiss)

"Well sorry but we have a missile with Remnant's most unstable and volatile Dust on the way that will blow in less than a minute." Weiss said as she then fond the missile in question. Once she did she flew straight for it intended on intercepting it knowing the perfect spot to shove that thing into and be done with it.

Once she flew near it she took a U-Turn and once she did began to chase after the Dust Nuke. "Lucky for us I know just where to put it." Weiss said while chasing after the missile.

It wasn't long until Weiss was right under the missile and flew under it as she had an idea. She knew they were short on time with how each second it got closer to Vale and thus grabbed it by the belly. "Weiss." James was heard as he knew what she was doing. "You know this is a one way trip right?" James asked with worry.

"Save it for the turn Captain Vale." Weiss said as James was caught off guard by that one.

"Boss shall I call Willow and Winter?" Friday asked as Weiss sighed to this.

"Might as well." Weiss said knowing it was now or never.

(With Willow and Winter)

Willow was at home as she was in shock at what she saw. Her days at Rehab looked ready to repeat as it was clear with how close the bottle was that she was on the verge of relapsing. Winter was in shock and horrified as the news played before her eyes. "The streets of the Kingdom of Vale have become a battle ground. The army is here trying to contain the violence but clearly it is outmatched…" The news Reporter said as just then Winter's Scroll began to vibrate but due to it vibrating it went unheard.

Nearby Whitely who was passing by saw it and began to grin a sinister grin at what he was seeing. He really hoped Weiss would finally meet her end and fall so he may in turn inherit the SDC and put it back on the noble path her father had it dead set upon before.

(Heli-Carrier)

The crew all saw the same report as everyone was praying, hoping the Avengers would pull through somehow. Nick Fury was looking deeply to the report as he was unknowingly holding his breath wondering if they will succeed.

(Weiss)

Weiss was deeply focused on the task at hand as she held onto the missile in question. As she got closer to Avengers Tower she in turn active boosters to help propel herself and the missile upward torts the portal. Down below Torunn and James saw what Weiss was doing as nearby Hulk exit the ruble to see Weiss making what may very well be a sacrificial play right now.

(Beacon)

Ruby was making her way to where Jaune had crashed when she saw what was going on in Vale. It was hard to miss after all a fire ball leaving a trail of smoke leading to the portal over Avengers Tower. As she saw this she knew she had to hope but right now her friends needed her thus she went forth to find Jaune.

(Weiss)

Iron-Heart was nearly upon the tower but much to the relief of everyone she narrowly avoided it and thus made her way to the portal above her tower. She flew by Blake who saw what was happening as a Schnee was about to save the planet which will be a major blow to the White Fang's Moral of 'all Schnee are evil,' philosophy.

Soon Iron-Heart flew through the portal and vanished through it taking the missile with her.

(Heli-Carrier)

Everyone began to cheer as they saw that Weiss did it as Fury let out a sigh of relief. Maria Hill sighed herself as she saw they were going to win this fight. She knew what Nick was doing he was sending a message to Salem and any threat on our outside Remnant. They had their guardians the Avengers and when the Universe sees them many threats will think twice before making a move.

(Weiss)

As Iron-Heart flew into space her suits thrusters began to shut down as with its systems. She saw the Call Failed as her system began to shut down. "Sorry Boss." Friday said as her suit in turn shut down with Weiss gasping for breath.

Once her suit was out of power she fell limp as let go of the missile before falling back down to the portal she came from. She saw how the missile flew straight for the Chitauri Mothership which was releasing Leviathans even as they spoke. The result was the missile going off and destroying the Chitauri Mothership with desired results on Remnant.

(James and Torunn)

James and Torunn were surrounded ready for another bout until to their shock the Chitauri all began to fall one by one. In the sky the Chitauri Leviathan fell as well falling limp as it was clear as day was to night. They fought till battle was one and succeeded.

(Weiss)

Weiss began to close her eyes feeling oddly at peace now after all of this. All her struggles her redemption, and her mistakes… she felt at peace with it all somehow.

(Blake)

"Come on Weiss." Blake said as she saw this.

(James and Torunn)

James and Torunn looked solemnly at each other as they both knew what had to be done. "Close it." James said with a solemn tone.

(Blake)

Blake knew she had no choice and in turn stabbed the scepter deeper cutting the flow of energy to the portal. They had to keep the destructive force of that explosion beyond the Portal and thus they had leave Weiss behind. But as the Portal closed Weiss to their joy fell through it and began to free fall.

(James)

James saw it as he began to smile in response to this. "That lucky bitch." James said as he saw somehow by pure dumb luck Weiss had made it out.

But despite this Torunn quickly saw something wasn't right and thus got ready to jump in. "She's not slowing down." Torunn said ready to make her way to Weiss form.

(Weiss)

But as Weiss fell it was clear Torunn had nothing that needed to be done because just then Hulk flew in and caught Weiss. Hulk used the building to slow his decent while using his body as a human landing pad for Weiss. Once he jumped off the wall he hit a car and landed on the ground safely.

Torunn, and James ran over to her as Hulk got up and gently put her down on the ground. Once James and Torunn arrived the Asgardian tore off Iron-Hearts face plate before tossing said mask aside to try and get Weiss to breath once more.

All was quiet as Weiss' aura was completely depleted as was all of theirs. It started to look like Weiss didn't make it back alive as all became silent for a moment. Just then Hulk roared out and causing Weiss to yelp in shock no doubt having been asleep there.

"Metal girl welcome." Hulk said with a smirk before roaring again with a roar that told the Grimm to beat it. Hulk saw some of them nearby and roared in fury that the Grimm began to run with their tails between their legs.

"Well that solves that problem." James said as Weiss looked around for a moment.

"Sorry to ask but no one kissed me right." Weiss asked as she just wanted to be sure.

"Well we won so yeah no one kissed you." James said as Weiss sighed in relief to this.

"Good… you know after this day I think we all deserve a long vacation… or at the very least a day off." Weiss said as she sighed to this. "Is there any greasy junk food spots still standing I need to binge a little." Weiss said as she laid there.

"We're not done yet." Torunn said as it was clear they had one more problem to deal with. Cinder was in Beacon so in all likely hood someone had to have healed her.

"Ok but junk food afterwards I'll pay for it." Weiss offered which made it clear she wanted some time off after this whole ordeal.

(Back with Ruby)

Ruby was running to find Cinder holding a beaten Jaune as she was wide eyed at what she saw. What made it worse for her was that his body was limp as his chest pierce was broken while the armors lights were off without its power source.

"No." Ruby began as she saw this before her eyes. Just then Ruby's eyes began to glow with a silver light as she was unleashing the power she had used against Ultron during the breach. "NOOOO!" Ruby roared out as she unleashed it all of her silver eyes power here.

The Wyvern roared out in response while Cinder was wide eyed to this. "WHAT?!" Cinder cried out as she saw this was the same as before with the whole fiasco with Ultron during the Breach. In turn everything went white for them save for a long beep sound that was resonate to the after effects of an explosion without protection. All in all the day was won but the question remains for how long.

(Scene Break Location Unknown)

Ruby began to come to as she looked around trying to make sense of everything. She began to sit up and saw she was in some sort of hospital room right now. As she looked about she soon noted that it was Schnee made with a bit of SHIELD mixed in here.

She saw she was in her PJ's right now but didn't help put her at ease as to where they were. Just then the door opened and from it she saw James walking into the room. When James saw her he was surprised to see that she was awake now. "James." Ruby greeted happy to see a familiar face here.

"Ruby." James responded happy to see Ruby was ok now.

"What happened?" Ruby asked as James walked over to her bed.

"Its… it's a long story." James said before sighing a bit. "I think it's better to show you." James said as he looked to Ruby.

(Later outside the room)

"What is this place?" Ruby asked as James helped her walk a bit looking around the facility.

"A new Avengers base Weiss had been working on." James said surprising Ruby. "Fury donated the base and Weiss modified it for us." He explained as they walked around the base in question.

"But… Wait." Ruby began as she remembered now. "Cinder! Jaune! Penny! The School!" Ruby listed off in a panic but James stopped her.

"Ruby… Beacon is a mess right now… that thing you did to Ultron you did it again to that Grimm." James explained as Ruby heard this. "But even when its frozen Grimm are moving in on Beacon it's going to be a while before the school can be cleared of them." James explained as Ruby nodded.

"Penny well." James began until the two ended up yelping when Penny phased through.

"Salutation!" Penny greeted as she came through.

"Penny!" Ruby greeted as she then noted a yellow gem on Penny's forehead.

"Hello friend Ruby leader James." Penny greeted with a smile as James nodded.

"Penny is going to be ok, we managed to save her by replacing the damaged chip with the Mind Stone." James said as he revealed to Ruby Penny was now the sole custodian of the Mind Stone. "It was touch and go but she's going to be ok." James said with a smile on his face making Ruby sigh in relief.

"What about Jaune?" Ruby asked as James then sighed.

"Come with me." James said knowing there was no way around it now.

(Later Medical Ward)

The duo arrived to find Jaune there with leg braces as Pyrrha was helping him walk clearly under physical therapy right now. "That crash shattered Jaune's spine so Weiss whipped up those Leg Braces to help him out." James explained as it was clear Jaune took a nasty blow while fighting Cinder before.

"Things are kind of a mess Ruby." The voice of Qrow was heard as Ruby smiled and saw Qrow walking in.

"Uncle Qrow!" Ruby cried out in joy seeing her uncle walk in.

"Hey kid." Qrow greeted as he saw Ruby.

"What did you mean things are a mess right now?" Ruby asked as she was concerned.

"You kids… you started something." Qrow explained as he looked to Ruby. "We not only caught Loki but you all sent a message out to everyone who means Remnant harm." Qrow explained as he looked to Ruby. "Right now we're trying to clean up Vale but the good news is that we can rebuild." Qrow said as he looked to Ruby.

"But where did Cinder run off to?" Ruby asked as they had to catch her.

"Sources say she ran off to Mistral that's probably where she is now." Qrow said as he looked to Ruby with intent.

"There's more Ruby." James said as he looked to Ruby. "Weiss, Penny, and Forest are going to be heading off to Atlas not only to monitor Penny and the Mind Stone but also get our defenses up via the CCT." James explained as they needed to upgrade the CCT stat. "Yang, Pym, and Francis are staying behind in Vale to help clean up but Blake and Azari are on their way to Menagerie to help with the White Fang fiasco." James explained as it seems everyone has a job to do now.

"Torunn went off back to Asgard to not only deliver Loki to a prison cell, but also to find information on the Reality Stone's location." James said as Ruby and Qrow were aware of that particular mission. "As of right now we have Three Stones accounted for which means the Reality, Soul, and Power Stones are still missing." James said as Qrow heard this. "We know Ozpin has the Time Stone so we need to find Ozpin to keep the Time Stone protected." James explained as Qrow nodded.

"Wait Professor Ozpin is missing?" Ruby asked as Qrow nodded to her.

"Yeah now I need to go find him." Qrow said as he was aware enough of the power the Infinity Stones possess at this point.

"Wait but what about the rest of us?" Ruby asked Qrow sighed a bit.

"Just rest for now kid, once your all back at full strength do what you do best." Qrow said as he then took his leave for now.

"Once you and Jaune are ready we're heading to Mistral." James said once Qrow was out of the room. "We'll all try to regroup there because right now… an Infinity War is coming." James said as he knew they had to stop Salem no matter the cost.

(Scene Break Torunn)

Torunn held the cuffed and gagged Loki as she brought him before Thor with armed guards keeping a watchful eye on Loki. As she did so Loki looked to his brother with sadness as Loki simply glared at the King of Asgard before him with deep hatred for him. Torunn then presented the Tesseract to which Thor knew had to be brought to the vaults for safe keeping.

(Scene Break Vale)

Yang, Pym, and Francis were helping to rebuild as Pym went giant size to do so. As this happened Glynda was seen helping out as she was happy for the extra hands on deck. As she did this she sighed in relief as many people were cheering for the Avengers while construction crews had to keep fans back from getting any selfies or autographs to the heroes of Vale.

(Blake and Azari)

The two were at the Docks ready to board a ship to Menagerie as unknown to them a cloaked figure followed their every move. Blake was dressed in an overcoat with much of her regular design still there save for a new belt buckles for the Black Widow with gadgets on it as well. Azari was working on a mask of his own as it was looking more and more like that of a panther's showing Azari was embracing his persona as the Black Paneth.

(With Weiss)

Weiss, Forest, and Penny were in a jet for Atlas as Weiss was going over personal data as she tried to figure out who Titanium-Man was. As she did this she saw another project that she didn't recognize called 'Extremist,' which of course had cause for concern when she saw it here.

(Scene Break a month Later Avengers HQ)

Ruby was now dressed in a new set of gear after fully recovering from her ordeal. She was looking like a mixture of her mother's suit with a flare belonging only to Ruby Rose as she looked to a picture of Team RWBY. As she saw this she switched the image to the Avengers causing a smile to show on her face as she saw a mask nearby that covered more of her face. It also had a vent for when she cuts loose a bit so she had it for when she needed it.

"So." James began as he had walked in surprising Ruby a bit. "Are we going to get to work or we going to stare into each other's eyes?" James asked as Ruby smiled to him.

"Dork." Ruby smirked as they began to walk away. "So what are we dealing with?" Ruby asked as they had work to do.

"Well they aren't exactly first pick but they're the only ones who applies." James joked knowing they had work to do.

"Well there are some hitters." Ruby joked as James laughed a bit. "So you ready to meet your new team, Captain?" Ruby asked assuming James would be in charge.

"My new team? I think you mean your new team." James countered as Ruby heard this and was smiling now.

"The Mighty Avengers huh?" Ruby joked as James smiled a bit.

"Well we need to make a team out of them first." James said to which Ruby agreed with him there.

"Oh in that case let's whip them into shape." Ruby joked showing she was ready to roll.

(Hanger)

The duo walked in to find Nora with Mjolnir as she looked over to the dup who entered. Next up was Jaune fully recovered in the War-Machine armor as the face plate came off to look over to the leaders. Following it up was Ren as he was working on something akin to a set of wings for battle before Pyrrha floated in and looked to the duo.

Ruby and James looked them over as Ruby looked to James hoping he'd let her do it. "Be my guest." James said as Ruby had been dying to say that phrase since day one.

Ruby smiled as she got ready to say it at long last. "Avengers!" Ruby called out as she was about to say the second part that made the Avengers famous.

(TBC)

ESKK: Yeap I cock blocked you all sorry folks but you gotta wait a while before Ruby gets to say those words. As you can see JNPR is still in one piece with Penny alive longer then last time and most of all Ruby leading the Mighty Avengers (Yang, Azari, and Pym are members of that particular team), and with this we end Volume 3… well not just yet. After all as James said an Infinity War is coming their way after all. Now then let's begin our epilogue/post credits scene.

(Start Salem)

In Salem's fortress she was making her way down the hall to the alter that overlooked the broken moon above. As she walked she was seen wearing armor now as the armor looked to be securing itself on her as she made her way to her desired destination. While she did this a spot opened up before her as something began to rise up from it.

As this happened she gave it a glare before revealing it-self and she took it in her hands. "Fine." Salem began as she took the clawed Grimm like gauntlet that had six grooves for the Infinity Stones. "I'll do it myself." Salem said as she was on the hunt for the Infinity Stones and nothing will get in her way to acquire them. "And I'll watch you and the Gods burn Ozpin." Salem said clenching her fist ready to take her revenger upon the Gods of Remnant and Ozpin for the curse and betrayal inflicted upon her by the every one of them.

(TBC)

ESKK: Well I hope you all enjoyed this fic and remember to leave me a review before leaving. So as I always say folks ja-ne.


	30. Teaser

Next Avengers Heroes of Remnant Phase 2

ESKK: This is stuff I have plan for the upcoming things in my Remnant Marvel Universe. I want to say this fic has been the life blood for me and I hope you all will continue to enjoy it as we move on. Now then let's begin.

(Start Deep Space Unknown)

Coco was groggy as she began to come to. After all of the shit that hit Vale she wanted to take a vacation for year. But alas that would not be so as her vision began to clear up. She noticed she was in neither a hospital room, her dorm, nor her bedroom. It was even stranger when she noted that the rest of her teammates and Groot weren't here.

"Ok where am I?" Coco asked as she began to rise up and look around the room noticing how familiar it looked. "Wait dejavu here." Coco said as she began to get up and leave the room. She began to walk around and notice the entire place felt like it was moving almost like cruising speed. She began to look around and noted an old pair of guns on the night stand.

"Wait are those?" She asked as she took them and felt the familiar weight on them. "No way the Element Guns." Coco gasped as she began to put the pieces together. "No way." Coco said as she then ran to the door and exited before she noticed the crest of the Ravagers on the walls. "Oh crap I'm dead." Coco said only for a new voice to be heard.

"Girlie you ain't any deader than when we found you." Came a western voice that Coco knew very well. She looked behind her down the hall and in turn saw a familiar face of blue skin, raggedy teeth, and a large fin on his head.

"No way… Yondu?!" Coco yelped in shock as standing before her was her asshole of a father figure before he managed to get her back to Earth Yondu the leader of the Ravagers Space Pirates.

"What I was just as surprised to find you then you were to find me." Yondu said as he was still trying to make sense of things here.

"We… we need to talk… bad." Coco said as she knew shit just hit the fan again this time worse than last time… maybe she would have been better off dead.

(Scene Break Blake and Azari)

It was night time as Blake looked to Azari and saw he was working on something. It seemed he was working with Vibranium as the Black Widow noticed whatever he was making was similar to a Panther. As he worked on the suit in question she noted that he was intently focused on it as Blake took note that he was developing Faunus like traits. Not the animal parts mind you but it was dark out and Azari was working on it as if it was clear as day.

"Azari." Blake began as she looked to Azari who stopped to look at her.

"Yeah?" Azari asked as he looked to Blake.

"What are you making?" She asked as she looked to Azari.

"I'm not exactly making more like remaking." Azari said as he got back to work. "I have a hunch and if I'm right… then we may actually make Menagerie into an actual Kingdom of Remnant." Azari said as he kept up the work.

"A hunch?" Blake asked as she was confused.

"I'm not sure but I think your old stomping grounds is sitting right on top of the largest source of Vibranium on Remnant." Azari said as he kept working. "And if my hunch is right and we play our cards right then the White Fang will be going black." Azari said as he finished his task and put on the mask showing Azari in a new Black Panther suit with vents on the armor for his marks to unleash his thunder powers.

"Azari are you saying Menagerie will be… Wakanda?" Blake asked as she heard enough about it from Azari to know what he was implying.

"It's the only way I can think of to stop the White Fang without any need to further their violence, after all if Menagerie is the only place Remnant can get Vibranium from that would in turn bring exports and importing commerce and considering how rare the Vibranium is the lien will in turn allow Menagerie to expand throughout the island and in turn…" Azari trailed off so Blake can understand.

"In turn Menagerie goes from an island to a Kingdom and as a Kingdom the Faunus will be given the equality we all wanted." Blake said as she understood Azari's goal. "And with that equality the White Fang will literally have no need to fight because with the largest supply of Vibranium and advancements to be made with the most versatile substance on Remnant Menagerie will in turn become the fifth Kingdom of Remnant." Blake said as she realized what this meant for them.

"Exactly." Azari said as he gave the new suit a few test stretches.

"Well then we have a plan your majesty." Blake joked as she knew they had a job to finish now and that was to end the need for the White Fang through Azari's method.

(Scene Break Dark Dimension)

In the Dark Dimension a pair of eyes began to open as a form began to reveal itself from them. The form was that of a flaming head as this eldritch beast began to gaze down upon Remnant. As it glared down it felt the tides of power shift and chance and knew something had occurred on Remnant.

As its gaze went further down it growled as it felt a world not under its rule. It then began to shift as this horror would not stand idle and not rule this world like it will in all worlds. **"People of Remnant beware for I am Dormamu and I have awoken."** The voice of Dormamu echoed as he began to gather his power and summon forth his Acolytes.

But unaware to Dormamu a young farm hand felt a pull one he could not explain before he returned to his daily chores. After all he wasn't some vessel for an age old magician or some sorcerer supreme. Then again fate does have a funny way of changing once path in life.

All in all great changes were approaching Remnant and only time would tell how the world of Remnant would respond to these changes.

(TBC in Volume 4 Excelsior!)

ESKK: Well here we are what to expect in the following volumes. Sorry for taking so long but life has been shit writers block and I got the Goddamn Flu so yeah my life sucks. But hey it can always be worse for everyone here. So until next time please leave a review and ja-ne.


End file.
